​​Carmanah completes merger with SOL Inc.

Date closed: 7/2/2014

Value: C$7.5 million

On July 2, 2014, Carmanah Technologies Corp. (Carmanah) announced that it had completed a merger with SOL Inc., pursuant to which SOL has become a wholly owned subsidiary of Carmanah. Under the terms of the Merger Agreement, Carmanah will issue approximately 37,858,606 common shares of Carmanah and will pay approximately U.S. $56,598 to the former SOL shareholders as consideration to acquire (i) all of SOL's outstanding shares; and (ii) an outstanding related party debt beneficially owned by SOL's controlling shareholder, Michael Sonnenfeldt. An additional earn-out of 3% of total revenues received by Carmanah is available to electing former shareholders of SOL. This earn-out applies to 10 specifically identified prospective sales opportunities brought forth by SOL and is subject to various conditions. Most significantly, each of these projects must result in revenues of at least $5.0 million and the sales order must be received and accepted by Carmanah prior to December 31, 2015, although cash and delivery can occur after that date. Mr. Sonnenfeldt and certain of his affiliates have elected to waive their right to receive all earn-out payments should they accrue. Accordingly any earn-out payment will be payable to the remaining former SOL shareholders on a proportional basis. Based on Carmanah's current trading price, the total value of the transaction is approximately C$7.5 million.

Carmanah, headquartered in Victoria, British Columbia, is a solar technology company.

SOL Inc., headquartered in Palm City, Florida, is privately-owned solar LED outdoor lighting manufacturer.

BLG represented Carmanah with a team led by Warren Learmonth that included Graeme Martindale and Andy Roy.