346 Waverley Street
Ottawa, Ontario Canada
K2P 0W5
(Address of Principal Executive Offices)
(613) 226-7883
(Registrant’s Telephone Number, Including Area Code)
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 (
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Forward Looking Statements
Certain statements included in this Form 8-k regarding Wind Works Power Corp. ( the “Company”) that are not historical facts are forward-looking statements, including the information provided with respect to the future business operations and anticipated operations of the Company. These forward-looking statements are based on current expectations, estimates, assumptions and beliefs of management, and words such as "expects," "anticipates
,"
"intends," "plans," "believes," "estimates" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve risks and uncertainties, including, but not limited to, the success of our current or proposed business activities. Accordingly, actual results may differ.
Section 1- Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2011 we entered into a Bridge Loan Agreement with an Investor (the “Investor”) in connection with the financing of our Thunder Spirit wind energy park located in Adams, County North Dakota. Wind Works owns a 75% non-dilutive percentage of the project.
The financing includes $1.93 million to fund development costs in order to get the project shovel-ready. The funding also provides Wind Works with an $18.7 million line of credit to install required interconnection with the power grid operator, the Midwest independent System Operator (Midwest ISO) power market.
In connection with the financing, the Company issued a convertible debenture with a Maturity Date of January 31, 2013. Interest and principal will be due on the Maturity Date. The investor may, in its sole and absolute discretion, earn a 49% interest in the project if the investor elects to convert the debt into equity. If the investor chooses to exercise its conversion rights, Wind Works may repurchase the investor’s equity interest upon 30 days notice.
Connection into the Midwest ISO power market will be subject to completion of the facilities study.
The Investor has in the past funded several wind energy project for Wind Works.
On August 5, 2011 we entered into a 50/50 joint venture agreement with Aquavent to build a high voltage, 110kV substation near our Burg 1 project in Germany.
The intent of the agreement is to provide a substation interconnect for the Wind Works’ 100% owned Wind Park Burg I and II projects totaling 10 megawatts (MW). Wind Park Burg I is fully permitted. Construction is anticipated to commence in the fall of 2011 while the Wind Park Burg II financing is expected to commence in the fall of 2012, subject to permitting.
The anticipated cost for the financing is $2.1 million and will be financed by existing debt and equity financing. The substation will be available to connect Wind Park Burg I and II. The substation will also be available for Aquavest with an anticipated 20 MW.
Item 9.02 Financial Statements and Exhibits.
Exhibit 99.1 Press Release: Thunder Spirit Financing
Exhibit 99.2 Press Release: Aquavent Joint Venture
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 hereunto duly authorized.
Date: August 9, 2011