Shear Wind Inc. ("Shear Wind") (TSX VENTURE: SWX), announced that Shear Wind and Genera Avante Holdings Canada Inc. ("GAHC") intend to establish a limited partnership under the laws of Manitoba to be known as Glen Dhu Wind Energy Limited Partnership ("GDWE LP").
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 (the "Assets") related Shear Wind’s 60 megawatt Glen Dhu wind power project in Nova Scotia in Antigonish and Pictou counties (the "Glen Dhu North Project") to GDWE LP (the "Asset Transfer").
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 ("Units") 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 shall own approximately 51% of the Units and GAHC shall own approximately 49% of the Units, subject to further adjustments once the total equity and debt financing requirements for the Glen Dhu North wind farm 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. dated April 1, 2008, the engineering, procurement and construction agreement and operating and maintenance agreements for the wind turbines with ENERCON Canada Inc. dated May 27, 2010 and all permits and agreements to lease real property.
The Transactions are all anticipated to be concluded prior to June 30, 2010, subject to the receipt of all required approvals and consents, the conclusion of definitive agreements related to the Transactions and the receipt of a formal valuation prepared in accordance with Multilateral Instrument 61-101 and a fairness opinion from PricewaterhouseCoopers LLP ("Formal Valuation and Fairness Opinion").
The Formal Valuation and Fairness Opinion are being prepared for the sole use of the independent members of the Board of Directors and are subject to certain limitations and assumptions. The Formal Valuation and Fairness Opinion will be one factor, among others, considered by the independent members of the Board of Directors in making their recommendation to shareholders.
Shear Wind intends to obtain the requisite shareholder approval, including the approval of the majority of minority shareholders (excluding GAHC or its affiliates) via written consent and shall provide a copy of the Formal Valuation and Fairness Opinion with the written consent.
Founded in 2005, Shear Wind is headquartered in Halifax, Nova Scotia and is engaged in the exploration and development of renewable wind energy properties in Canada. Shear Wind is focused on building a strong company based on a secure and sustainable supply of clean wind energy. Shear Wind is committed to building shareholder value governed by environmental stewardship.
