SPI Solar Announces Entering Into Purchase Agreement For $43.8-Million Private Placement

SPI Solar (“SPI”) ( SOPW:OTCBB), a vertically-integrated photovoltaic solar developer, today announced that it has entered into a definitive purchase agreement for the sale of $43.8 million of common stock in private placements. The company intends to use the net proceeds from the sale of the shares for expansion of SPI’s global PV project activities, continued investment in ramping its YES !® Solar solution for the residential and small business segments and working capital purposes. The company will also use a portion of the net proceeds to make a strategic investment in Guocang Group Limited (559.HK).

The lead investor in this private placement round is a subsidiary of Evergrande Real Estate Group (“Evergrande”)(3333.HK), one of the largest real estate developers in China and whose shares are listed on the Hong Kong Stock Exchange. SPI anticipates that the strategic and financial support provided by Evergrande, along with another investor in the private placement, will enhance the company’s positioning in the fast-growing solar market in China. In addition, SPI Solar and Evergrande, via a separate announcement today, jointly announced a non-binding memorandum of understanding to subscribe to shares in Guocang Group Limited.

Under the terms of the purchase agreement executed on October 7, 2014, SPI has agreed to sell an aggregate 31,739,500 shares of common stock at a price of $1.38 per share. The shares are being offered and sold solely to non-U.S. investors, on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act, as amended.

The purchase agreement contains customary representations and warranties and covenants of SPI Solar and is subject to the satisfaction of customary closing conditions. SPI Solar anticipates that the sale of the shares will close on or prior to October 16, 2014, subject to the satisfaction or waiver of the closing conditions. The shares of common stock are restricted securities, and purchasers are also subject to a lock-up provision, which prevents any transfer, sale or disposition of shares purchased prior to a date that is three months after the closing date.

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