Brandywine Creek Project
Acquisition by Arrangement Agreement
We acted as counsel to 0999130 B.C. Ltd. (the “Company”) in connection with the acquisition of Rockford Energy Corp. (“REC”) from Run of River Power Inc. (“ROR”). REC owns the Brandywine Creek Project, an Eco Logo© certified hydroelectric power generation station at Brandywine Creek, near Whistler, BC. The Brandywine Creek Project provides green power for about 4,000 homes.
The Company purchased all of the issued and outstanding common shares in the capital of REC (“REC Shares”) and all debts and liabilities owed by REC to ROR (“REC Claims”). In consideration for the REC Shares and the REC Claims, the Company paid $500,000 in cash, and assigned and transferred to ROR $7,540,000 of ROR debentures which had previously been acquired by the Company, for a total purchase price of $8,040,000.
The ROR debentures were acquired by the Company from various individuals, some of whom were shareholders of the Company. In order to complete this transaction, the Company first had to acquire all of the debentures of ROR. The shareholders of the Company assigned and transferred their debentures to the Company in exchange for promissory notes and the other debenture holders assigned and transferred their debentures to the Company in exchange for cash.