NU E Power Corp. Announces Acquisition of Blu Dot Systems Inc.

Rhea-AI Summary

Nu E Power Corp (CSE: NUE, OTC: NUEPF) has announced a binding share purchase agreement to acquire Blu Dot Systems Inc in an all-share transaction. The acquisition involves purchasing 100% of Blu Dot's shares, with different exchange ratios for different shareholder groups:

- Principal shareholder (44.9% ownership): 6.51 Nu E shares for each Blu Dot share
- Other shareholders: 7.04 Nu E shares for each Blu Dot share

Nu E will issue a total of 8,500,000 shares for the acquisition. The transaction is expected to close around April 30, 2025, subject to Canadian Securities Exchange approval. No finder's fee will be payable upon closing.

Positive

• All-share transaction structure preserves cash resources
• No finder's fee reduces transaction costs
• Quick closing timeline (April 30, 2025) indicates deal efficiency

Negative

• Share issuance of 8.5M shares will dilute existing shareholders
• Different share exchange ratios may create shareholder conflicts
• Transaction remains subject to regulatory approval

Calgary, Alberta--(Newsfile Corp. - April 14, 2025) - Nu E Power Corp. (CSE: NUE) (OTC Pink: NUEPF) (the "Company" or "Nu E") is pleased to announce a binding share purchase agreement with the principal shareholder of Blu Dot Systems Inc. ("Blu Dot") and its concurrent offer to purchase to all of the other shareholders of ‎Blu Dot pursuant to which the Company expects to acquire 100% of Blu Dot in an all-share deal (the "Acquisition").

The Acquisition

Pursuant to the terms of the share purchase agreement with the principal shareholder of Blu Dot (who owns 44.9% of Blu Dot) and the offer to purchase that was issued to all of the other shareholders of Blu Dot‎, Nu E will issue:

• 6.51 common shares of Nu E (the "Nu E Shares") for each one (1) common share of Blu Dot (a "Blu Dot Share") held by the principal shareholder; and

• 7.04 Nu E Shares for each one (1) Blu Dot Share held by all other Blu Dot shareholders.

Nu E will issue an aggregate 8,500,000 Nu E Shares in connection with the Acquisition. This Acquisition is subject to a number of closing conditions including approval from the Canadian Securities Exchange (the "CSE") and is expected to close on or about April 30, 2025. The issuance of Nu E Shares, in connection with the Acquisition will not be subject to restrictions on resale unless required by applicable securities laws or the policies of the CSE. There is no finder's fee payable on closing of the Acquisition.

About Blu Dot

Blu Dot is an OEM product manufacturer in the electrical switchgear Industry which has an annual global market of US$ 92.3 billion, growing at 6.7% per year and expected to reach US$155.3 billion by 2031⁽¹⁾, largely due to expansion in Data Centers, Renewable Energy infrastructure and Electrification Growth.

The ownership has successfully designed, certified and tested several products that are used in industry as well as in the technical construction business and have several large-scale utility solar farm construction projects completed to date

Governance and Shareholder Protections

The Acquisition will be treated as a "related ‎party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special ‎Transactions ("MI 61-101") as a director and officer of Nu E is also a director, officer and/or shareholder of Blu Dot. The director and officer owns, directly or indirectly, ‎‎561,276 Blu Dot Shares and is expect to receive an aggregate of 3,651,383 Nu E Shares ‎pursuant to the Acquisition.‎

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well ‎as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption ‎from such requirements. Each issuance of Nu E Shares to a related party will be considered a ‎‎"related party transaction" within the meaning of MI 61-101 but it is expected that such transaction will be exempt ‎from the valuation requirement of MI 61-101 as the Nu E Shares are not listed on a specified ‎market, and from the minority shareholder approval requirements of MI 61-101 in that the fair market ‎value of the consideration of the Nu E Shares issued to the related party will not exceed 25% of ‎the Company's market capitalization.‎

Source: (1) The Insight Partners, October 17, 2024.

About Nu E Power Corp.

Nu E Power Corp. is a green energy company focused on the developing, construction, and operating clean and renewable energy infrastructure across North America. The Company has a partnership with Low Carbon Canada Solar Limited, a subsidiary of the UK based renewables major, Low Carbon Investment Management Ltd. To facilitate non-dilutive investment into the Company with the goal of developing up to 2GW of renewable energy projects in Canada by 2030.

Contact Information

For more information, please contact:

Investor Relations E-mail: info@nu-ecorp.com

John Newman, Chief Financial Officer E-mail: john@nu-ecorp.com

 

The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor ‎disapproved of the contents of this press release.‎

This press release contains statements which constitute "forward‐looking information" within the meaning of applicable Canadian securities laws. Forward‐looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions. In particular, this news release contains forward-looking information in relation to: the anticipated benefits of the Acquisition to Nu E and its shareholders; the timing and anticipated receipt of required regulatory approvals (including CSE approval); the ability of Nu E to satisfy the other conditions to, and to complete, the Acquisition; the anticipated timing of the closing of the Acquisition; and the restrictions on resale for the Nu E Shares issued to the Blu Dot shareholders. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Readers are cautioned that forward‐looking information is not based on historical facts but instead reflects the Company's management's expectations, estimates or projections concerning the business of the Company's future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. These assumptions include, the acceptance of the offer to purchase by the non-principal shareholders of the Blu Dot; CSE acceptance and market acceptance of the Acquisition; the Company's current and initial understanding and analysis of its projects; the Company's general and administrative costs remaining constant; and market acceptance of the Company's business model, goals and approach. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in Nu E's business, general economic, business and political conditions, including changes in the financial markets; decreases in the prevailing prices for products in the markets that the Company operates in; adverse changes in applicable laws or adverse changes in the application or enforcement of current laws; regulations and enforcement priorities of governmental authorities; compliance with government regulation and related costs; and other risks described in the Listing Statement of Nu E posted on SEDAR+. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/248352

FAQ

What is the share exchange ratio for NUEPF's acquisition of Blu Dot Systems?

Nu E Power offers 6.51 shares for each Blu Dot share held by the principal shareholder (44.9% owner) and 7.04 shares for all other Blu Dot shareholders.

How many shares will NUEPF issue for the Blu Dot Systems acquisition?

Nu E Power will issue a total of 8,500,000 shares to complete the acquisition of Blu Dot Systems.

When is the expected closing date for NUEPF's acquisition of Blu Dot Systems?

The acquisition is expected to close on or about April 30, 2025, subject to CSE approval.

Will there be any resale restrictions on NUEPF shares issued for the Blu Dot acquisition?

No resale restrictions will apply unless required by applicable securities laws or CSE policies.