September 21, 2023
Solar Flow-Through 2012-I Limited Partnership
Solar Flow-Through 2013-I Limited Partnership
Solar Flow-Through 2014-I Limited Partnership
Solar Flow-Through 2015-I Limited Partnership
Solar Flow-Through 2016-I Limited Partnership
Solar Flow-Through 2017-I Limited Partnership
Solar Flow-Through 2017-A Limited Partnership
Solar Flow-Through 2018-I Limited Partnership
Solar Flow-Through 2018-A Limited Partnership
(collectively, the “Solar Flow-Through Funds”)
VANCOUVER, BRITISH COLUMBIA, September 21, 2023 – Management of the Solar Flow-Through Funds is pleased to announce that the restructuring transactions described in the joint management information circular of the Solar Flow-Through Funds (the “Information Circular”) dated March 27, 2023, are in the final stages of completion (the “Restructuring Transaction”).
All outstanding units held by the former limited partners of the Solar Flow-Through Funds (the “Limited Partners”) were exchanged for common shares (“Common Shares”) and tracking shares (“Tracking Shares”) of 1439041 B.C. Ltd. (the “Company”), a new corporate entity. The Company now holds 100% of the limited partnership units of the Solar Flow-Through Funds.
Pursuant to the Restructuring Transaction, registered Limited Partners that held partnership units directly (i.e., outside of the Canadian Depositary for Securities Limited (“CDS”)) were issued direct registration system (“DRS”) statements representing their Common Shares. Limited partnership units held indirectly by registered Limited Partners in CDS were automatically converted to Common Share positions in CDS.
Tracking Share entitlements were issued directly to all registered Limited Partners (outside of CDS) and are represented by DRS statements. All DRS statements representing Common Shares and Tracking Shares were mailed to each registered Limited Partner at the address on record with Computershare Investor Services Inc. or CDS, as applicable.
As of the date hereof, the issued and outstanding securities of the Company include: (i) 10,000,000 Common Shares; (ii) 565,999 Class A Tracking Shares; (iii) 641,998 Class B Tracking Shares; and (iv) 649,001 Class C Tracking Shares.
Over the next 30 days, the Company expects to complete the final steps of the Restructuring Transaction, which will include renaming the Company, dissolving each of the Solar Flow-Through Funds and amalgamating the Company with the general partner corporation and the management corporation of the Solar Flow-Through Funds. Pursuant to the final steps of the Restructuring Transaction, the Common Shares and Tracking Shares will be reissued.
Upon completion of the Restructuring Transaction, the Company will directly hold all of the assets previously held by the Solar Flow-Through Funds and will continue to operate the business with the objective of completing a Going Public Transaction (as defined in the Information Circular) as soon as possible.
If you are a former beneficial owner of limited partnership units of the Solar Flow-Through Funds (i.e., formerly held partnership units indirectly through a broker, bank or other intermediary), please contact your broker, bank or other intermediary for information on your security holdings in the Company.
ABOUT THE COMPANY
The Company is an independent renewable and clean energy project developer and asset operator based in Canada. The Company is engaged in the development and operation of solar photovoltaic power generation projects to meet the demand for renewable energy in Canada.
Matthew J. Wayrynen
President and Chief Executive Officer
Phone: (604) 682-3701
Cautionary Statement Regarding Forward-Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include, but are not limited to, statements regarding the ability of the Company and the Solar Flow-Through Funds to complete the final steps of the Restructuring Transaction; the expected closing date; the re-issuance of the Common Shares and the Tracking Shares; the continued operation by the Company of the business of the Solar Flow-Through Funds; and the ability of the Company to complete a Going Public Transaction. Forward-looking statements can be identified by the use of words such as “anticipate”, “believe’, “plan”, “estimate”, “expect”, “potential”, “target”, budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.
With respect to forward-looking statements and information contained herein, the Company and the Solar Flow-Through Funds have made numerous assumptions including among other things, assumptions about general business and economic conditions, the intended benefits of the Restructuring Transaction; closing of the Restructuring Transaction; and anticipated costs and expenditures. The foregoing list of assumptions is not exhaustive.
Although management of the Company and the Solar Flow-Through Funds believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company’s and the Solar Flow-Through Funds’ actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: an inability to complete the Restructuring Transaction; risks associated with the business of the Company and Solar Flow-Through Funds; business and economic conditions in the renewable energy industry generally; changes in interest and currency exchange rates; risks related to restructuring costs; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws; and other risk factors beyond the Company’s and Solar Flow-Through Funds’ control. The Company and the Solar Flow-Through Funds do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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