UGE International Ltd. (Formerly Way Ventures Inc.) Announces Closing of Its Qualifying Transaction, Name Change, and Financing
TORONTO, ONTARIO, Jul 29, 2014 (Marketwired via COMTEX) -- UGE International Ltd. (formerly Way Ventures Inc.) (the "Company") CA:WAY.P -50.00% , a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction on July 28, 2014 (as such term is defined in Policy 2.4 of the Corporate Finance Manual (the "Manual") of the TSX Venture Exchange) (the "Exchange") involving the exchange of all of the issued and outstanding securities of UGE Holdings Limited ("UGE"), for securities of the Company. Pursuant to the Qualifying Transaction, the Company issued 8,924,652 common shares and 17,000,000 special warrants (the "Special Warrants") in exchange for all of the issued and outstanding securities of UGE, a leader in renewable energy solutions for global enterprise customers. Each Special Warrant is exercisable for one common share of the Company (the "Common Shares") for no additional consideration provided that upon such exercise, and immediately following the issuance of the Common Shares pursuant to such exercise, at least 20% of the issued and outstanding Common Shares are held by Public Shareholders (as such term is defined in the Manual). Pursuant to pre-existing arrangements with certain employees of UGE, 231,326 common shares have been reserved for issuance to such employees.
The Company has also changed its name to "UGE International Ltd." effective July 24, 2014. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, following which its common shares will resume trading under the symbol "UG", and it will no longer be considered a Capital Pool Company. On closing of the Qualifying Transaction the Company had a total of 10,044,652 common shares issued and outstanding, and 17,000,000 Special Warrants.