Transeastern Power Trust Completes Initial Issuance of Units Pursuant to Previously Announced Non-brokered Private Placement
April 14, 2015
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES
Toronto, Ontario — April 14, 2015 - Transeastern Power Trust ("Transeastern" or the "Trust") (TSXV: TEP.UN) is pleased to announce today that it has closed an initial issuance of units of the Trust ("Trust Units") in connection with its previously announced non-brokered private placement (the "Offering") for gross proceeds of up to $13,000,000. Pursuant to this initial issuance, the Trust issued 205,000 Trust Units to an existing unitholder at a price of $1.00 per unit. Please see the Trust's news release dated March 2, 2015 for further details regarding the Offering. The Trust anticipates closing the full Offering and the related debt financing and acquisitions by the end of April.
Transeastem CEO J. Colter Eadie remarked "We are pleased that our previously announced financing and acquisitions remain on track for a timely completion. We have closed this first tranche from an existing significant investor and thank them for their continued support."
Pursuant to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of Trust Units constitutes a "related party transaction" as an insider of the Trust subscribed for all of such Trust Units. Based on the anticipated size of the Offering, the Trust is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the securities of the Trust are only listed on the TSX Venture Exchange and that the fair market value of the issuance of these Trust Units, insofar as it involves interested parties, does not exceed $2,500,000 and/or 25% of the market capitalization of the Trust. The Offering was approved by all of the independent directors of Transeastern Power Administrator Inc., the administrator of the Trust.
The Trust Units issued today are subject to a statutory hold expiring on August 15, 2015 in accordance with applicable securities legislation.
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been formed to acquire interests in renewable energy assets in Romania, other countries in Europe and abroad that can provide stable cash flow to the Trust and a suitable risk-adjusted return on investment. The Trust seeks to provide investors with long-term, stable distributions, while preserving the capital value of its investment portfolio through investment, principally in a range of operational assets, which generate electricity from renewable energy sources, with a particular focus on hydroelectric power.
The Trust intends to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act).
All material information about the Trust may be found under Transeastern's issuer profile at www.sedar.com.
For further information, please contact:
J. Colter Eadie Michael Murphy
Chief Executive Officer and Director Chief Financial Officer
Tel: 40-73-637-2724 Tel: 416-625-5064
Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may" and "will". There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others: risks related to foreign operations (including various political, economic and other risks and uncertainties), the interpretation and implementation of the energy law, expropriation of property rights, political instability and bureaucracy, limited operating history, lack of profitability, high inflation rates, failure to obtain bank financing, breach of lender covenants, fluctuations in currency exchange rates, competition from other businesses, reliance on various factors (including local labour, importation of machinery and other key items and business relationships), risks related to seasonality (including adverse weather conditions, shifting weather patterns, and global warming), a shift in energy trends and demands, failure of assets to meet production estimates, a shift in energy generation in the European Union, vulnerability to fluctuations in the world market, the lack of availability of qualified management personnel and stock market volatility.
Details of the risk factors relating to Transeastern and its business are discussed under the heading "Risk Factors" in Transeastern's final long form prospectus dated March 31, 2014, a copy of which is available on Transeastern's SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Trust. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Transeastern expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.