Canaccord Genuity Acquisition Corp. Announces Completion of Qualifying Acquisition of Spark Power Corp.
TORONTO, ONTARIO – August 31, 2018 – 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.