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July 3, 2013 /CNW/ -
Sprott Power Consulting Limited Partnership ("
Sprott LP") has today filed an early warning report updating certain information in a previously filed report with respect to its holdings of Renewable Energy Developers Inc. (formerly Sprott Power Corp.) (the "
Issuer"). Pursuant to a transition agreement entered into between Sprott LP and the Issuer dated
February 10, 2013 (the "
Transition Agreement") and a settlement agreement entered into between Sprott LP, the Issuer, SP Operating Limited Partnership, SP Development Limited Partnership and Sprott Power Consulting GP Inc. dated
July 3, 2013 (the "
Settlement Agreement", together with the Transition Agreement, the "
Agreements"), Sprott LP expects to acquire ownership of up to 6,977,555 common shares (the "
Acquired Shares") of the Issuer on
July 31, 2013 (the "
Termination Date"). The Acquired Shares will be issued from treasury, and following the acquisition are expected to represent up to approximately 9.28% of the Issuer's currently outstanding common
The early warning report referred to in this press release has been filed to reflect the addition of certain information that has arisen since the filing by Sprott LP on
June 3, 2013 of a previous early warning report regarding the Acquired Shares. The additional information relates to the entering into of the Settlement Agreement and voting support agreements entered into by Capstone Infrastructure Corporation ("
Capstone") with Sprott LP and certain of its joint actors. These agreements are more fully described in the early warning report referred to in this press release.
In addition, Sprott Flow Through 2012 LP (and its manager, Sprott Asset Management LP), Exploration Capital Partner 2000 LP (and its manager Resource Capital Investments Corp.),
Peter Grosskopf, Sprott Consulting LP,
Arthur Einav, Sprott Global Resource Investments, Ltd., Sprott Asset Management
Kevin Gilbride, Stephen Yuzpe and
Michael Neylan (collectively, the "
Sprott Entities") may be considered joint actors with Sprott LP in connection with its investment in the Issuer. After giving effect to the acquisition, Sprott LP and the Sprott Entities will own, or exercise control or direction over, an aggregate of up to 11,958,626 Issuer Shares, warrants (the "
Issuer Warrants") exercisable for an aggregate of 780,221 Issuer Shares and options (the "
Issuer Options") exercisable for an aggregate of 644,427 Issuer Shares, as of the Termination Date. Based on the number of currently outstanding Issuer Shares (as reported by the Issuer) and assuming the issuance of the Acquired Shares, the exercise of the Issuer Warrants and the exercise of the Issuer Options, Sprott LP and the Sprott Entities together will own or exercise control or direction over up to approximately 17.47% of the outstanding Issuer Shares.
The Acquired Shares will be issued by the Issuer in satisfaction of a
$7,326,433 payment owing to Sprott LP under the Transition Agreement, as confirmed by the Settlement Agreement. The Agreements provide that each Acquired Share is valued at the greater of
$1.05 and the 20 day volume weighted average trading price of the Issuer Shares as at the Termination Date. Sprott LP's anticipated acquisition of up to 6,977,555 Issuer Shares assumes that these shares will be issued at a minimum value of
Sprott LP will acquire the Acquired Shares in accordance with the Agreements in consideration for the Class B units Sprott LP holds of SP Operating Limited Partnership and SP Development Limited Partnership. The securities described therein are held for investment purposes. Depending on market and other conditions, Sprott LP may from time to time in the future increase or decrease its ownership, control or direction over such securities or other securities of the Issuer, through market transactions, private agreements or otherwise.