VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 20, 2016) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
NaiKun Wind Energy Group Inc. (TSX VENTURE:NKW) ("NaiKun" or the "Company") is pleased to announce its intention to complete a non-brokered private placement of up to a maximum of 18,000,000 units ("Units") at a price of $0.07 per Unit for gross proceeds of up to $1,260,000 (the "Offering"). Each Unit shall consist of one common share in the capital of the Company (a "Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Share at an exercise price of $0.15 for a period of three years from the date of issuance. There is no minimum to the Offering.
Certain directors and officers of the Company will participate in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Offering is exempt from the need to obtain minority shareholder approval and a formal valuation as required by MI 61- 101 as the Company is listed on the TSX Venture Exchange and the fair market value of any Units to insiders or the consideration paid by insiders of the Company will not exceed 25% of the Company's market capitalization. No new insiders are anticipated to be created, nor will there be any change of control as a result of the Offering.
If the Offering is oversubscribed, the Company anticipates that investors will be pro-rated based on their existing holdings of securities of the Company.
NaiKun intends to use the net proceeds from the Offering (assuming the maximum Offering is conducted) as follows: (i) advancing the design and costing work for larger wind turbines - $205,800; (ii) advancing the NaiKun wind project with the federal and provincial governments - $114,100; (iii) continuing consultation with First Nations - $134,100; (iv) extend development permits - $75,900; (v) general corporate purposes - $730,100. If the maximum Offering is not completed, the proceeds allocated to general corporate purposes would initially be reduced until reaching $425,000, following which all allocations would be reduced proportionally.
The Company may pay finder's fees in connection with the Offering, subject to compliance with the policies of the TSX Venture Exchange (the "Exchange"). Completion of the Offering remains subject to the approval of the Exchange. All securities issued under the Offering will be subject to a four month statutory hold period.
Shareholders serious in participating in the Company's Offering are encouraged to contact Michael O'Connor for more information on eligibility. The Offering is being conducted, in part, pursuant to the exemption under applicable securities laws (for example, BC Instrument 45-534 Exemption from Prospectus Requirement for certain trades to existing security holders and its equivalent in other Canadian jurisdictions) that permits security holders who held shares of the Company as of July 19, 2016 to participate without a prospectus, subject to the limitations set out in those rules.
The Company anticipates closing of the Offering to occur on or about September 2, 2016.
The securities offered have not and will not be registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act. This press release does not constitute an offer to sell or a solicitation of any offer to buy any securities in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain information contained in this document may include "forward-looking information". Without limiting the foregoing, the information and any forward-looking information may include statements regarding the closing of the Offering, and the use of proceeds of the Offering. In this document, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward- looking statements and information are based on information available at the time and/or the Company management's good - faith beliefs with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the section entitled "Risks and Uncertainties" in the Management's Discussion and Analysis of the Company for its most recent interim financial statements filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company's expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
The Company does not intend, nor does it undertake, any obligation to update or revise any forward -looking information or statements contained in this document to reflect subsequent information, events or circumstances or otherwise, except as required by applicable laws.