Wind Power #board-12679
Americas Wind Energy Corp. (AWNE.OB)
24 Palace Arch Drive
M9A 2S1 Canada
Phone: (416) 233-5670
__Fax: (416) 233-6493
Estimated Market Cap $10,335,362 as of May 28, 2009
Outstanding Shares 31,319,279 as of Mar 4, 2008
Formerly Northwest Passage Ventures, Ltd. (NWPV) until 10-06
shares increased by 6 for 1 split on 06/06/2005
Reverse Takeover Transaction:
On August 11, 2006, the Company entered into a share exchange agreement with 6544797 Canada Ltd. (the "Purchaser"), a Canadian corporation and wholly owned subsidiary of the Company, Americas Wind Energy Inc., a private Ontario corporation ("Priveco"), and the former stockholders of Priveco. The closing of the share exchange agreement and the acquisition of all of the issued and outstanding common stock of Priveco occurred on August 11, 2006.
In accordance with the closing of the share exchange agreement, the Company:
a) caused the Purchaser to issue 30,000,000 class A preferred shares in the capital of the Purchaser, which included the right to be converted to 30,000,000 common shares in the capital of the Company; and
b) issued 30,000,000 class A special voting shares in the capital of the Company,
in exchange for all of the 130,000 issued and outstanding common shares of Priveco.
Upon exchange of any of the 30,000,000 class A preferred stock of the Purchaser into common shares of the Company, the 30,000,000 class A special voting shares are to be cancelled and would not be reissued by the Company.
Immediately prior to the share exchange, the Company had 57,545,143 common shares outstanding. As of August 11, 2006, following the cancellation of 37,541,249 common shares held by a former stockholder and officer of the Company, and the issuance of 2,500,000 common shares, which were issued pursuant to a private placement of 2,500,000 units in connection with the share exchange agreement, the Company had 22,503,894 common shares and 30,000,000 class A special voting shares issued and outstanding. The cancellation of stock, the issuance of the 2,500,000 common shares pursuant to the private placement of units and the creation and issuance of the class A special voting shares were conditions to closing of the share exchange agreement. Accordingly, the tendered 37,541,249 common shares of the Company for cancellation were without consideration. The Company issued 2,500,000 common shares pursuant to a private placement of units and the Company amended its Articles of Incorporation to create the 30,000,000 class A special voting shares and issued said class A special voting shares to the former stockholders of Priveco. Each class A special voting share entitles the holder thereof to receive notice of, and vote at, all general meetings of the Company's stockholders. As of the closing date of the share exchange agreement, the former stockholders of Priveco held 30,000,000 class A special voting shares, representing approximately 60% of the issued and outstanding voting securities of the Company.
Effective October 16, 2006, the Company changed its name from "Northwest Passage Ventures Ltd." to "Americas Wind Energy Corporation," pursuant to the approval of the board of directors and the holders of a majority of its voting stock.
The aforementioned transaction represents a merger of a private operating company into a non-operating public shell corporation, with nominal net assets, that resulted in the stockholders and management of the private company having actual or effective operating control of the combined company after the transaction. The stockholders of the former public shell are passive investors. The transaction was therefore accounted for as a recapitalization. Under this basis of accounting, the combined entity will be considered to be a continuation of the Priveco.
Americas Wind Energy Corporation Announces the Completion of Agreement with EWT- Americas Inc.
TORONTO, Mar 10, 2009 (BUSINESS WIRE) -- Americas Wind Energy Corporation ("AWE" or the "Company") (OTCBB: AWNE) announces the completion of an agreement with EWT- Americas Inc. (EWT) for the exclusive sales and manufacturing rights to the Canadian, United States, Mexican and related territory markets (the "Territory").
AWE had acquired the exclusive license for the Territory along with the non-exclusive license for Central and South America and the Caribbean from Emergya Wind Technologies B.V., of the Netherlands, to sell and manufacture the Direct Wind 750kW and 900kw mid-sized direct drive wind turbines in 2004.
AWE has issued an exclusive sub-license of these rights to EWT-Americas Inc., an affiliate of Emergya Wind Technologies B.V. and a wholly-owned subsidiary of Emergya Wind Technologies Holdings B.V., a Dutch-based manufacturer and supplier of wind turbines and turnkey wind parks. Emergya B.V. specializes in the development and manufacture of advanced direct-drive (gearless) wind turbines.
The terms of the transaction include:
-- AWE sub-licensed to EWT- Americas its existing exclusive rights to market in the Territory and the exclusivity of the original license was simultaneously amended to be a non-exclusive license.
-- EWT- Americas will be the exclusive manufacturer & supplier of EWT wind turbines in the Territory.
-- AWE can not compete with EWT-Americas in the Territory and any market that AWE previously had rights under a non-exclusive license.
-- AWE will receive a sublicense fee based on a percentage of EWT-Americas business with a predetermined list of present and potential AWE customers in the Territory. The fee, to a maximum amount of $28 million, is payable over the next 5 years beginning immediately.
AWE views EWT-Americas' commitment to the Territory as a very positive development, consistent with the new US administration's pledge to increase renewable energy's share of US power. AWE plans to continue to participate in other sectors of the renewable energy industry, aided by positive cash flow from this deal, a strong balance sheet, and a commitment to growth through mergers or acquisitions. AWE considers the opportunities in the renewable energy industry to be very attractive.
Americas Wind Energy Corporation Announces Strategic Plans
Americas Wind Energy Corporation Announces Strategic Plans
Americas Wind Energy Corporation (“AWE” or the “Company”) (OTCBB: AWNE) announces the strategic plans of the Company.
As reported earlier, our windturbine business has been sublicensed to EWT- Americas Inc., a wholly owned subsidiary of EWT B.V.
As a result of this transaction, AWE expects to receive in payment a percentage of sales and margin on EWT’s sales to our customer list. This sale amount is capped at 5 years and $28 million.
Instead of just passively waiting for the receipt of funds, the Company’s strategic plan is to explore JV’s, mergers or acquisitions in order to increase shareholder value.
We are currently exploring a merger that looks very exciting. It is in the renewable energy field and would appear to have excellent growth prospects. The material conditions to the completion of any merger will include, among other things, our ability to fund the purchase price and ongoing working capital requirements, the completion of satisfactory due diligence and the receipt of all required approvals.
Confidentiality terms of our discussions with the potential merger partner prevent us from providing further details at this time. Shareholders are cautioned that the fund raising may not be successful and the merger may no go ahead. If it does not, other opportunities will be searched out and explored.
If you would like additional information on AWE, please view AWE’s listing on the OTCBB, symbol AWNE.