Attached files
| file | filename |
|---|---|
| 8-K - NACEL ENERGY CORP | v167804_8k.htm |
| EX-4.3 - NACEL ENERGY CORP | v167804_ex4-3.htm |
| EX-4.2 - NACEL ENERGY CORP | v167804_ex4-2.htm |
| EX-4.1 - NACEL ENERGY CORP | v167804_ex4-1.htm |
| EX-4.4 - NACEL ENERGY CORP | v167804_ex4-4.htm |
| EX-10.1 - NACEL ENERGY CORP | v167804_ex10-1.htm |
| EX-10.4 - NACEL ENERGY CORP | v167804_ex10-4.htm |
| EX-10.3 - NACEL ENERGY CORP | v167804_ex10-3.htm |
| EX-10.2 - NACEL ENERGY CORP | v167804_ex10-2.htm |
FOR
IMMEDIATE RELEASE
NACEL
Energy Enters Into a Definitive Agreement to Raise $750,000 Through a Private
Placement to an Institutional Investor
PHOENIX,
AZ – Tuesday, November 24, 2009 – NACEL Energy Corporation
(OTC BB: “NCEN”)
(FRANKFURT: “4FC”), a wind power company in business to generate clean, renewable energy, today announced that
it signed a definitive Securities Purchase Agreement on November 23, 2009, for
the issuance of a Senior Secured Convertible Note and Warrants in a private
placement with a single institutional investor which will result in gross
proceeds to NACEL of $750,000. NACEL will use the proceeds for working capital
purposes. While the closing of the transaction contemplated by the Securities
Purchase Agreement is subject to customary closing conditions, NACEL expects the
closing to occur later today.
European
American Equities, Inc. served as exclusive placement agent for the
transaction.
NACEL Energy’s Board of Directors
issued the following statement:
“This
infusion of new capital into NACEL will be put to work to advance our six wind
power projects – Blue Creek, Channing Flats, Swisher, Hedley Pointe
and Leila Lakes in Texas, Snowflake in Arizona, as well as potential future
projects, with the objective of obtaining power purchase agreements from utility
customers in the coming months, which will be used to secure project financing
for the construction and installation of wind turbines. Since the
inception of NACEL, we have systematically followed the steps of our business
model, unique in the U.S. wind industry, of identifying pockets of transmission
capacity in the nation’s electric grid which support the phased development of
10 megawatts or more of
wind energy per
project.”
The
original principal amount of the Note is $900,000 and is convertible by the
holder into shares of NACEL’s common stock at an initial conversion price of
$0.90. The Note amortizes over 12 months in 9 equal monthly installments
beginning in the 4th month. NACEL may pay each monthly installment
due in cash or, subject to the satisfaction of customary equity conditions, in
shares of NACEL’s common stock. If payment is made in shares, the
number of shares issued by NACEL will be based on the lower of (a) the
conversion price then in effect or (b) a 10% discount to the arithmetic average
of the volume weighted average prices of NACEL’s common stock on each of the 20
consecutive trading days prior to the applicable installment due date, with such
discounted price being subject to a floor of $0.75.
In
connection with the transaction, NACEL will issue Series A Warrants to the
investor, which will be exercisable for a period of 5 years for up to 1,250,000
shares of NACEL’s common stock, with an initial exercise price of
$0.90.
NACEL
will also issue Series B Warrants that entitle the investor to purchase up to
1,000,000 shares of common stock (for an aggregate exercise price of $900,000)
until the 1 year anniversary of the effective date of the registration statement
to be filed by NACEL. NACEL can require the investor to purchase all
of the shares under the Series B Warrant upon satisfaction of certain customary
conditions. Upon exercise of the Series B Warrants, the investor will be
entitled to exercise the same proportion of the Series C Warrants to be issued
to the investor. The Series C Warrants are exercisable for a period of 5 years
for up to 1,250,000 shares of NACEL’s
common stock. The initial exercise price of both the Series B Warrant and the
Series C Warrant
is $0.90. The conversion price of the Note, the exercise price of
each of the Warrants and the number of warrant shares are all subject to
adjustment (including full-ratchet) upon occurrence of certain
events.
NACEL’s
obligations under the Note and the other transaction documents will be secured
by a first priority, perfected security interest in all of the assets of
NACEL. Additionally, each of NACEL’s
subsidiaries will guarantee the obligations of NACEL under the Note and the
other transaction documents, and each such guarantee will be secured by a first
priority, perfected security interest in all of the assets of each such
subsidiary.
The
securities sold in the private placement and the shares issuable upon the
conversion of the Note and upon the exercise of the Warrants have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States without being registered with the Securities and
Exchange Commission (“SEC”) or through an applicable exemption from registration
requirements. NACEL will provide customary registration rights in connection
with the transaction, which will require NACEL to file a registration statement
with the SEC covering the resale of the common stock issuable upon conversion of
the Note and upon the exercise of the Warrants.
NACEL
will provide more complete information about this transaction in a Current
Report on Form 8-K which will be promptly filed with the SEC. This
news release is not an offer to sell or the solicitation of an offer to buy the
shares of NACEL.
About NACEL Energy Corporation (OTC
BB: “NCEN”)
NACEL
Energy is one of the first publicly traded companies in America exclusively developing clean,
renewable, utility scale wind power. NACEL Energy has commenced work on its
new Snowflake project in Arizona in addition to Leila Lakes, Hedley Pointe,
Swisher, Channing Flats and Blue Creek, all located in the Texas Panhandle.
NACEL Energy anticipates generating 120 MW, or more, of new wind power upon their completion. In
addition, the Company is assessing the feasibility of additional project
opportunities in Illinois and Kansas. NACEL Energy was founded in 2006 and
successfully completed its IPO in December of 2007.
Visit our
website www.nacelenergy.com
NACEL
Energy
The WIND POWER COMPANYTM
Notice
regarding Forward-Looking Statements
Statements
in this press release relating to NACEL Energy’s plans, strategies, economic
performance and trends, projections of results of specific activities, and other
statements that are not descriptions or historical facts may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking information is subject to risks
and uncertainties, and actual results could differ materially from those
currently anticipated due to a number of factors, which include, but are not
limited to, risk factors inherent in NACEL Energy’s
business. Forward-looking statements may be identified by words such as
“should,” ”may,” “will,” “anticipate,” “expect,” “estimate,” “intend” or
“continue,” or comparable words or phrases. This press release cautions that
NACEL Energy must undertake and complete many steps in the development model
before the generation of wind energy can commence. Among the numerous items
which have to be completed in this regard include, without limitation, obtaining
pertinent agreements and permits, construction of project facilities, satisfying
financial requirements and other burdens. Interested persons are encouraged to
read the SEC reports of NACEL Energy, particularly its Annual Report on Form
10-K for the fiscal year ended March 31, 2009 and its Quarterly Report on Form
10-Q for the quarter ended September 30, 2009, for meaningful cautionary
language disclosing why actual results may vary materially from those
anticipated by management.
Contact:
NACEL
Energy Investor Services
1-888-242-5848