VANCOUVER, May 27 /PRNewswire-FirstCall/ -- Western Wind Energy Corp. ("Western Wind" or the "Company") (TSX-V: WND) has entered into an engagement letter with Loewen, Ondaatje, McCutcheon Limited ("LOM") pursuant to which it has engaged LOM as lead agent in connection with the proposed private placement of up to 5,263,158 special warrants of Western Wind at a price of $2.85 per special warrant to raise total gross proceeds of approximately $15 million. The Offering may be syndicated. Each special warrant will entitle the holder thereof, upon exercise or deemed exercise, to acquire one common share of Western Wind and one-half of one common share purchase warrant of Western Wind. Each warrant will entitle the holder to acquire one common share at a price of $3.70 per share until 24 months from the closing date of the offering.
Western Wind intends to use the net proceeds from the offering to repay approximately $12.5 million of acquisition loan owed to Pacific Hydro and the balance will be used for working capital purposes.
The offering is being undertaken on a fully marketed, commercially reasonable efforts basis by the agents, and completion is subject to Western Wind and the agents entering into a formal agency agreement. The agents will be paid a cash commission of 7% of the gross proceeds of the offering upon closing of the offering and will be granted agent's compensation options to purchase that number of units as is equal to 7% of the number of special warrants sold. Each agents' unit will consist of one common share and one-half of one warrant.
Western Wind will use its best efforts to file a prospectus qualifying the distribution of the common shares and warrants issuable upon exercise or deemed exercise of the special warrants and to have a decision document issued for a final prospectus issued by the securities commissions in Canada on or before July 31, 2008. In the event that a decision document is not received for a prospectus qualifying the distribution of the common shares and warrants issuable upon exercise or deemed exercise of the special warrants by July 31, 2008, each special warrant will be convertible into 1.1 common shares (in lieu of one common share) and 0.55 warrant (in lieu of one-half warrant).
Closing of the offering is scheduled to occur on or about June 20, 2008, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of TSX Venture Exchange and any other applicable securities regulatory authorities.
The special warrants to be sold under this offering will be offered on a private-placement basis to Canadian residents who are accredited investors under applicable securities laws, and in the United States on a private-placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The special warrants, as well as the common shares and warrants issuable upon exercise of the special warrants, will be subject to a four-month hold period under applicable Canadian securities laws, unless qualified previously by the filing of a prospectus.
The special warrants will be issued pursuant to a special warrant indenture between the company and its transfer agent.
Western Wind is North America's largest publicly traded non-income trust producer of pure wind energy. Western Wind has the capacity to produce 34 MW of clean renewable electrical energy from over 500 wind turbine generators located in Tehachapi (Windridge) and San Gorgonio Pass (Palm Springs), California with annualized energy output capacity of approximately 70 billion watt hours per year.
Western Wind Energy also has over 145 MW of expansion power sales agreements with the associated projects in the late stages of development. In addition, Western Wind has a credible pipeline of over 1,300 MW of site locations in the State of California. During the past two years, Western Wind has executed or acquired over $1 billion of power sales agreements totaling 154 megawatts from the sale of wind energy electrical generation. Western Wind was the first to execute a "wind" PPA in the State of Arizona, and in California, is expanding from management's 27-year continuous operating history in the Tehachapi Pass.
Western Wind is in the business of acquiring exceptional land sites, capital and technology for the production of electricity from wind energy. Western Wind conducts its operations through its wholly owned subsidiaries in Arizona and California. Management of Western Wind includes individuals involved in the operations and ownership of utility scale wind energy facilities in California since 1981.
ON BEHALF OF THE BOARD OF DIRECTORS "SIGNED" Jeffrey J. Ciachurski Chief Executive Officer The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Certain statements included herein are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statement. Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.
CONTACT: Western Wind Energy Corp., Suite 1326 - 885 West Georgia Street, Vancouver, BC, V6C 3E8, Telephone: (604) 685-WIND (9463), Facsimile: (604) 685-9441, http://www.westernwindenergy.com/
