TORONTO, Aug. 31, 2018 /CNW/ - Canaccord Genuity
Acquisition Corp. (TSX: CGAC.UN, CGAC.WT) ("CGAC") today
announced its shareholders have approved and it has completed its
qualifying acquisition (the "Qualifying Acquisition"),
pursuant to which it has merged with Spark Power Corp. ("Spark
Power"). In conjunction with the closing (the "Closing")
of the Qualifying Acquisition, CGAC has been renamed Spark Power
Group Inc. (the "Company"). Spark Power Corp., as a
wholly-owned subsidiary of the Company, will continue as the
operating entity.
"We are very grateful for the strong support of our unitholders
for the Spark Power transaction, both in terms of the positive vote
and the zero redemptions. Since the announcement of our proposed
merger with Spark Power on June 11,
2018, the company has closed three attractive acquisitions,
and its business continues to track very well. At Canaccord Genuity
we are proud to have played a sponsorship role in the launch of
Spark Power as an important new Canadian public company, which we
believe will drive exceptional shareholder value for many years to
come. This transaction demonstrates that the SPAC structure can
provide an attractive alternative for private growth companies
looking to access the public markets, and is another example of
Canaccord Genuity's ongoing efforts to create and facilitate
financing solutions that allow our clients to grow," said
Brad Cameron, Chief Executive
Officer, CGAC.
"We are excited to start the next chapter of Spark Power's
growth and aggressively pursue our mission to deliver integrated,
end-to-end, power services that encompass our customers' entire
power infrastructure and meet the needs of this dynamic market,"
said Jason Sparaga, co-founder and
co-CEO, Spark Power Corp.
"The completion of the merger with CGAC gives Spark Power
further strength to drive innovation and growth in sustainable
power solutions for the rapidly evolving energy ecosystem,"
said Andrew Clark, co-founder and co-CEO, Spark Power.
Spark Power provides electrical power services and solutions to
North American industrial, commercial, institutional, renewable and
agricultural customers, as well as utility markets including
municipalities, universities, schools and hospitals. In addition,
Spark Power maintains and operates over 2,000 solar and wind energy
assets. It has over 600 megawatts of renewable power under
management and manages two of the largest renewable energy co-ops
in Canada.
In July 2018, Spark Power
announced the completion of the acquisitions of Edmonton, Alberta based Orbis Engineering
Field Services ("Orbis"), Toronto,
Ontario based Bullfrog Power ("Bullfrog") and the
California operations of New
Electric.
Orbis specializes in delivering customized power systems
engineering and technical field services for the utility, oil and
gas, mining, forestry, and public sectors. The addition of Orbis'
deep technical, power systems expertise will enable Spark Power to
deliver high value, integrated power services to large power
consumers across Canada.
Bullfrog is Canada's leading
green energy provider, offering renewable energy solutions that
enable individuals and businesses to reduce their environmental
impact, support the development of green energy projects in
Canada and help create a cleaner,
healthier world. Since inception, Bullfrog has put more than three
million MWh of green electricity on the grid, injected more than
six million gigajoules of green natural gas on the pipeline and put
more than 700,000 litres of green fuel onto the Canadian fuel
system. Bullfrog has supported more than 140 community-based green
energy projects across Canada and
has displaced more than one million tonnes of carbon dioxide from
the environment.
The Qualifying Acquisition was completed through the purchase of
certain shares of Spark Power for cash, the exchange of all
remaining shares of Spark Power (the "Spark Shares") for
common shares of CGAC (each, a "Common Share"), and the
exchange of certain warrants to acquire Spark Shares for warrants
to acquire Common Shares (each, a "Warrant"). In addition,
certain outstanding options to acquire Spark Shares were exchanged
for options to acquire Common Shares.
Following Closing, each of CGAC's class A restricted voting
units not submitted for redemption separated into Common Shares and
Warrants, with the underlying class A restricted voting shares
having automatically converted into Common Shares on a one-for-one
basis immediately prior to such separation. As such, following
Closing, the Company will have approximately 44,920,316 Common
Shares and 11,776,653 Warrants outstanding.
Pursuant to the Qualifying Acquisition, Jason Sparaga and Andrew
Clark, the Co-Chief Executive Officers of the Company, each
indirectly received 10,260,000 Common Shares of the Company and
directly received 189,000 options to purchase Common Shares (each,
an "Option") in exchange for their securities of Spark
Power. In addition to these securities, Messrs. Sparaga and Clark
jointly exercise control or direction over an additional 8,098,367
Common Shares (the "Additional Shares") owned by certain
members of management and third parties, and under an employee
share purchase plan.
Prior to the completion of the Qualifying Acquisition, Messrs.
Sparaga and Clark did not own, directly or indirectly, any
securities of CGAC. Following completion of the Qualifying
Acquisition, Messrs. Sparaga and Clark each indirectly own 22.84%
of the issued and outstanding Common Shares and have joint control
over 63.71% of the Common Shares, including the Additional Shares
(each on a non-diluted basis).
Messrs. Sparaga and Clark indirectly acquired the Common Shares
pursuant to the Qualifying Acquisition for investment purposes.
The Common Shares and Warrants of the Company will be listed and
posted for trading on the Toronto Stock Exchange ("TSX")
under the symbols "SPG" and "SPG.WT", respectively, and are
expected to commence trading on Wednesday,
September 5, 2018 at market open. Prior to market open on
Wednesday, September 5, 2018, Class A
Restricted Voting Units will continue to be listed and posted for
trading on the TSX under the symbol "CGAC.UN".
At the meeting of CGAC's shareholders held to approve the
Qualifying Acquisition over 99% of the votes cast were voted in
favour of the Qualifying Acquisition. A copy of the complete report
on voting at the shareholder meeting has been filed under the
Company's profile on SEDAR at www.sedar.com.
Goodmans LLP is acting as legal counsel to the Company. Miller
Thomson LLP acted as legal counsel to Spark Power.
In connection with the Qualifying Acquisition, the auditor of
Spark Power, BDO Canada LLP, has been appointed the auditor of the
Company and Deloitte LLP has ceased to be the auditor of the
Company.
About Canaccord Genuity Acquisition Corp.
CGAC is a special purpose acquisition corporation incorporated
under the laws of the Province of Ontario for the purpose of effecting an
acquisition of one or more businesses or assets, by way of a
merger, amalgamation, arrangement, share exchange, asset
acquisition, share purchase, reorganization, or any other similar
business combination involving CGAC.
About Spark Power Corp.
Spark Power Corp. is a leading independent electrical power
services and solutions company serving over 6,500 industrial,
commercial, institutional, renewable and agricultural customers, as
well as utility markets including municipalities, universities,
schools, and hospitals across North
America. For more information, visit us at
www.sparkpower.ca.
Caution Regarding Forward-Looking Statements
This news release may contain forward-looking statements
(within the meaning of applicable securities laws) which reflect
the Company's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar expressions. These
statements are based on the Company's expectations, estimates,
forecasts and projections and include, without limitation,
statements regarding the future success of the Company's business
and potential future acquisitions or dispositions of securities of
the Company by Messrs. Sparaga and Clark.
The forward-looking statements in this news release are based
on certain assumptions, including without limitation without
limitation that the Common Shares and Warrants will begin trading
on the TSX. The forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that are
difficult to control or predict. A number of factors could cause
actual results to differ materially from the results discussed in
the forward-looking statements. Readers, therefore, should not
place undue reliance on any such forward-looking statements.
Further, these forward-looking statements are made as of the date
of this news release and, except as expressly required by
applicable law, the Company assumes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
SOURCE Canaccord Genuity Acquisition Corp.