Exchange Bulletin
Northern Power Systems Corp. (NPS) To Trade On Toronto Stock Exchange
Northern Power Systems Corp. - An application has been granted for the original listing in the Industrial category of 27,119,941 voting common shares of Northern Power Systems Corp. (the "Company"), of which 11,447,610 voting common shares are issued and outstanding and 15,672,331 voting common shares are reserved for issuance.
The voting common shares of the Company will be listed and posted for trading at the opening on Tuesday, April 22, 2014.
This action results from the recently effected reverse-triangular merger (the "Merger") involving Mira III Acquisition Corp. ("Mira III"), a capital pool company listed on TSX Venture Exchange ("TSXVN) (Symbol:MRQ.P), Mira Subco Inc., a wholly-owned subsidiary of the Mira III and Wind Power Holdings, Inc. ("Wind Power"), a private corporation. In connection with the Merger, Mira III changed its name to "Northern Power Systems Corp." As a result of the Merger, Mira III acquired all of the issued and outstanding shares of common stock of Wind Power (each a "Wind Power Share"), such that Wind Power became a wholly-owned subsidiary of Mira III.
Prior to the completion of the Merger the common shares of Mira III were consolidated on the basis of one-post consolidated common share for every 34.7826 common shares issued and outstanding immediately before the consolidation (the "Consolidation").
No fractional Mira III common shares were issued pursuant to the Consolidation. Fractional entitlements were rounded up to the next highest whole number for fractions of one-half or greater or rounded down to the next lowest whole number for fractions less than one-half.
As a result of the Merger and after giving effect to the Consolidation, holders of Wind Power Shares issued and outstanding immediately prior to the effective time of the Merger, other than certain U.S. shareholders of Wind Power, exchanged each such Wind Power Share held by them for one voting common share of the Company and certain U.S. holders of Wind Power Shares issued and outstanding immediately prior to the effective time of the Merger exchanged each such Wind Power Share held by them for 0.27257527 voting common shares of the Company and 0.72742473 class B restricted voting shares of the Company (which class B restricted voting shares will not be listed on the TSX, but are convertible into voting common shares).
The Company is subject to the reporting requirements of Section 501 of the TSX Company Manual.
| Stock Symbol: "NPS" | CUSIP: 66561Y 10 7 | Trading Currency: CDN$ |
| Temporary Market Maker: | RBC Capital Markets |
| Other Markets: | The common shares of MIRA III, a capital pool company, have been listed on the TSXVN under the stock symbol "MRQ.P" since April 24, 2012. The common shares of MIRA III will be delisted on April 22, 2014 upon commencement of trading on TSX. |
| Head Office Address: | 29 Pitman Road Barre, Vermont 05641 |
| Email Address: | IR@northernpower.com |
| Website: | www.northernpower.com |
| Head Office Telephone Number: | 802-461-2955 |
| Fax Number: | 802-461-2998 |
| Investor Relations: | Ciel R. Caldwell Chief Financial Officer IR@northernpower.com Tel: 857-209-3606 |
| Chief Financial Officer: | Ciel R. Caldwell |
| Secretary: | Elliot J. Mark |
| Incorporation: | Mira III was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on February 14, 2012. Wind Power was incorporated under the laws of the State of Delaware on August 12, 2008. On April 15, 2014, Mira III filed an amendment to its notice of articles to change its name to "Northern Power Systems Corp.". |
| Fiscal Year End: | December 31 |
| Nature of Business: | The Company designs, manufactures and services next-generation wind turbines for the distributed wind market, and licenses its existing and evolving utility-scale wind turbine platform to large manufacturers on a global basis. The Company also provides engineering and development services for a wide variety of energy applications, including energy storage, microgrids, generators, power conversion systems, advanced drive-train development, and wind and marine turbine solutions. |
| Transfer Agent & Registrar: | Equity Financial Trust Company at its principal office in Toronto. |
| Dividends: | The board of directors of the Company will determine if, and when dividends should be declared and paid based on the Company's financial position at the relevant time. The Company currently does not intend to pay any dividends on its voting common shares in the foreseeable future. |
| Private Placement: | Prior to the completion of the Merger, Wind Power completed a private placement of 6,125,000 subscription receipts at a price of CDN$4.00 per subscription receipt for gross proceeds of CDN$24,500,000. The subscription receipts issued under the private placement were exchanged into shares of common stock of Wind Power, which were exchanged for voting common shares of the Company pursuant to the Merger.. The subscription receipts were sold on a private placement basis by a syndicate of agents led by Beacon Securities Limited, and including Cormark Securities Inc. and Canaccord Genuity Corp. |
