NaiKun Wind Energy Group Inc. (TSX VENTURE:NKW) ("NaiKun" or the "Company") is pleased to announce its intention to complete a non-brokered private placement of up to a maximum of 18,000,000 units ("Units") at a price of $0.07 per Unit for gross proceeds of up to $1,260,000 (the "Offering").
Each Unit shall consist of one common share in the capital of the Company (a "Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Share at an exercise price of $0.15 for a period of three years from the date of issuance. There is no minimum to the Offering.
Certain directors and officers of the Company will participate in the Offering, thereby making the Offering a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Offering is exempt from the need to obtain minority shareholder approval and a formal valuation as required by MI 61- 101 as the Company is listed on the TSX Venture Exchange and the fair market value of any Units to insiders or the consideration paid by insiders of the Company will not exceed 25% of the Company's market capitalization. No new insiders are anticipated to be created, nor will there be any change of control as a result of the Offering.
If the Offering is oversubscribed, the Company anticipates that investors will be pro-rated based on their existing holdings of securities of the Company.
NaiKun intends to use the net proceeds from the Offering (assuming the maximum Offering is conducted) as follows: (i) advancing the design and costing work for larger wind turbines - $205,800; (ii) advancing the NaiKun wind project with the federal and provincial governments - $114,100; (iii) continuing consultation with First Nations - $134,100; (iv) extend development permits - $75,900; (v) general corporate purposes - $730,100. If the maximum Offering is not completed, the proceeds allocated to general corporate purposes would initially be reduced until reaching $425,000, following which all allocations would be reduced proportionally.
The Company may pay finder's fees in connection with the Offering, subject to compliance with the policies of the TSX Venture Exchange (the "Exchange"). Completion of the Offering remains subject to the approval of the Exchange. All securities issued under the Offering will be subject to a four month statutory hold period.
Shareholders serious in participating in the Company's Offering are encouraged to contact Michael O'Connor for more information on eligibility. The Offering is being conducted, in part, pursuant to the exemption under applicable securities laws (for example, BC Instrument 45-534 Exemption from Prospectus Requirement for certain trades to existing security holders and its equivalent in other Canadian jurisdictions) that permits security holders who held shares of the Company as of July 19, 2016 to participate without a prospectus, subject to the limitations set out in those rules.
The Company anticipates closing of the Offering to occur on or about September 2, 2016.