Mr. Joe Houssian, a director and insider of NaiKun Wind Energy Group Inc, will complete a non-brokered private placement of 10,000,000 units at a price of $0.07 per Unit for gross proceeds of $700,000.
Each Unit shall consist of one common share in the capital of the Company and 0.75 common share purchase warrants. Each Warrant will be exercisable to acquire one Share at an exercise price of $0.10 for a period of five years from the date of issuance.
The Offering is subject to certain conditions including, but not limited to, shareholder approval, the approval of the majority of minority shareholders, the receipt of all necessary approvals (including the approval of the TSX Venture Exchange) and compliance with all applicable regulatory requirements. NaiKun intends to close the Offering on or about June 28, 2014.
Mr. Houssian will work with the Company’s board of directors, Mike O’Connor (Chief Executive Officer of the Company), and the Company’s officers, employees, consultants, suppliers (including Siemens), and staff to complete the project. Mr. Houssian will provide considerable experience, resources and time to develop the Haida Energy Field Project; the first offshore wind project in Canada. He will provide his services at no cost to the Company.
Mr. Houssian is Chairman and founder of Intracorp Development, an urban real estate development company and Elemental Energy Inc., a renewable energy development and operating company. He has also served on the boards of Versacold Corporation, Lions Gate Entertainment Corp and BC Hydro.
NaiKun intends to use the net proceeds from the Offering for general corporate purposes, including working capital, to further the development of the Haida Energy Field Project.
In reaching this agreement with Mr. Houssian, Mr. Philip Hughes (Chairman of the Board) stated: “This is a significant day for NaiKun. With Mr. Houssian’s commitment of financing, time and resources, we believe our permitted first phase can become a major power source for the numerous LNG projects planned for the northwest of British Columbia.”
Upon closing of the Offering, Mr. Houssian, indirectly or directly, will own or control approximately 19.4% of the Shares on a non-diluted basis and 25.8% of the Shares on a fully-diluted basis. As such, the Offering will result in the creation of a new “Control Person” (as such term is defined under the policies of the TSX-V). In accordance with such policies, shareholder approval will be required and sought at the Company’s annual and special meeting of shareholders to be held on June 26, 2014.
The participation in the Offering by Mr. Houssian also constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 “), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction.
Press release, April 28, 2014; Image: NaiKun