KELOWNA, British Columbia, Oct. 24, 2001 Hyaton Organics, soon to be doing business under its new identity of Sun Power Corporation, announced that it has executed binding share exchange agreements with Solar Energy Limited and three of its subsidiaries as first announced July 13, 2001.
Under the terms of the agreements, the Corporation has agreed to acquire 100% of the shares of two private companies: Sunspring Inc. and Renewable Energy Corporation (RECO). Sunspring is a Nevada corporation with a portfolio of unique solar driven water desalination and pumping technology, and RECO is a New Mexico corporation with proprietary solar energy technology applicable to automotive fuel, hydrogen and electricity production.
To date, solar energy and its application has been viewed as boutique in nature. Recent geo-political developments around the globe coupled with a very visible European and North American energy shortage, has now led to the implementation of major research and development activities at some of the world’s largest energy related corporations. Sun Power believes it is in a unique and highly advantageous position. The solar science technologies Sun Power has acquired are proprietary, world and immediately applicable to commercial scale-up. Most important, Sun Power is an independent, non-aligned development corporation, with no business interests in conventional fossil fuels.
At the closing of the share exchange transactions, Hyaton will issue 2,000,000 common shares and 8 million preference shares for each of Sunspring and RECO. The Hyaton preference shares are entitled to one half-vote per share; bear interest at 6% with interest payable quarterly only from cash flow generated by Sunspring or RECO, respectively, and are convertible to Hyaton common shares at the vendor’s option during the second and third years after closing. The price is to be the average ten trading-day price of Hyaton’s common shares for the ten-trading day period ending on the date of the date of conversion, at a minimum floor of $2.00 per share and a ceiling price of $4.00 per share.
Formal closing, which is subject to the delivery by the parties of updated schedules to the share exchange agreements and closing documents typical for a transaction of this nature, is anticipated to occur within the very near future.