Attached files
| file | filename |
|---|---|
| EX-99.1 - 3Power Energy Group Inc. | v177408_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED – MARCH 2, 2010
PRIME
SUN POWER INC.
(Exact
name of Registrant as specified in its charter)
|
NEVADA
|
333-103647
|
98-0393197
|
||
|
(State
or other jurisdiction of
|
(Commission
|
(IRS
Employer
|
||
|
incorporation)
|
File
Number)
|
Identification
Number)
|
100
Wall Street, 21st
Floor
New York, NY
10005
(Address
of principal executive offices)
866-523-5551
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item
1.01 Entry into a Material
Definitive Agreement.
Acquisition
Agreement with GPR Global Power Resources Ltd.
On March
2, 2010, Prime Sun Power Inc. (the “Company”) entered into an Acquisition
Agreement (the “Acquisition Agreement”) with GPR Global Power Resources Ltd., a
company formed in Switzerland (“GPR”). Pursuant to the Acquisition
Agreement, the Company has agreed to sell to GPR all of the shares of a
subsidiary of the Company called PSP Italia S.r.l. This subsidiary
will develop a turnkey alternative energy power plant, utilizing solar
power. This transaction shall close when the power plant referenced
therein has reached certain milestones enumerated in the Acquisition
Agreement.
The
purchase price for the shares of PSP Italia S.r.l. shall be a minimum of 4.05
million Euros per mega watt of power produced by the turnkey power
plant. The Acquisition Agreement shall cover up to a total of twenty
five mega watts of power, for a total value of 101.25 million
Euros. Payment shall be due to the Company in tranches as each five
mega watts of power is connected to the regional electricity grid.
The
Acquisition Agreement requires the Company to facilitate and arrange for
long-term debt financing of at least 80% of the purchase price. The
terms of the Acquisition Agreement are subject to review and approval by the
relevant third party financing institution. The Acquisition Agreement
requires GPR to finance the remainder of the purchase price, and to deliver a
Bank Standby Letter of Credit in an amount equal to 20% of the first payment
tranche that will be due.
Financing
Agreement with CRG Finance AG
The
Company has entered into a Financing Agreement (the “Financing Agreement”) with
CRG Finance AG (“CRG Finance”). Pursuant to the Financing Agreement,
CRG Finance will pay the Company a total of 470,000 Euros as consideration for
the transfer by the Company of 20% of the net profit rights in the sale of PSP
Italian S.r.l. to GPR (the “Net Profit Rights”). CRG Finance has
agreed that upon receipt of its Net Profit Rights, CRG Finance will reinvest at
least 50% of such Net Profit Rights into either new projects of the Company or
shares of the Company, at a purchase price to be mutually agreed
upon. The Company has issued a senior promissory note to CRG Finance
in the amount of 470,000 Euros. The principal of the note, along with
interest at an annual rate of seven and one half percent, is due December 31,
2010.
Item
8.01 Other
Events.
On March
9, 2010, the Company issued a press release, attached hereto as Exhibit
99.1.
Item
9.01. Financial Statements
and Exhibits.
|
(d)
|
Exhibits.
|
|
Exhibit
No.
|
Description of Exhibit. |
|
Exhibit
99.1
|
Press
Release dated March 9,
2010.
|
#
# #
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
PRIME
SUN POWER INC.
|
||
|
|
||
|
By:
|
/s/ Olivier de
Vergnies
|
|
|
Name:
Olivier de Vergnies
Title:
Acting Chief Executive Officer and
Acting
Chief Financial
Officer
|
||
Date:
March 15, 2010
3