Halifax, Nova Scotia-based Shear Wind Inc. and Genera Avante Holdings Canada Inc. (GAHC) intend to establish a limited partnership – which will be known as Glen Dhu Wind Energy Ltd. Partnership (GDWE LP) – under the laws of Manitoba.
Subject to receipt of all required shareholder, third-party and regulatory approvals and consents – including the approval of the TSX Venture Exchange – Shear Wind intends to transfer all of the assets related Shear Wind's 60 MW Glen Dhu wind power project in Nova Scotia in Antigonish and Pictou counties to GDWE LP.
The purchase price of the assets is anticipated to be the fair market value of the assets and to be satisfied through the issuance of limited partnership units of GDWE LP to Shear Wind. Further details of the purchase price will be disclosed once the terms of the definitive asset purchase agreement are determined.
Immediately following the completion of the asset transfer, Shear Wind and GAHC intend to subscribe for units such that, upon completion of the Asset Transfer and the subscriptions (collectively, the transactions), Shear Wind will own approximately 51% of the units, and GAHC will own approximately 49% of the units, subject to further adjustments once the total equity and debt financing requirements for the Glen Dhu North Project are determined.
Shear Wind is, therefore, anticipated to retain control of the Glen Dhu North Project. GAHC currently holds 66% of the issued and outstanding shares of Shear Wind on an undiluted basis and 62% on a fully diluted basis.
Shear Wind anticipates finalizing the terms and conditions of the required debt financing for the Glen Dhu North Project within the next several weeks and to close such a financing by the end of July.
Pursuant to an asset purchase agreement, GDWE LP will purchase and assume responsibility for all of the assets and obligations associated with the Glen Dhu North Project, including, but not limited to, the power purchase agreement with Nova Scotia Power Inc.; the engineering, procurement and construction agreement, and operating and maintenance agreements with ENERCON Canada Inc.; and all permits and agreements to lease real property.
The transactions are all anticipated to be concluded before the end of this month.
SOURCE: Shear Wind Inc. Â Â