Way Ventures Inc. Announces Letter of Intent to Complete A Qualifying Transaction With Urban Green Energy

Way Ventures Inc. ("Way Ventures") (TSX VENTURE:WAY.P), a Capital Pool Company,
is pleased to announce that on August 16, 2013 it entered into a letter of
intent with UGE Holdings Limited ("UGE"), the owner of Urban Green Energy Inc.,
to complete a business combination (the "Transaction") whereby all of the issued
and outstanding securities of UGE will be exchanged for securities of Way
Ventures. The Transaction is intended to constitute the Qualifying Transaction
of Way Ventures as such term is defined in Policy 2.4 of the Corporate Finance
Manual of the TSX Venture Exchange (the "Exchange").


About UGE 

UGE was founded in 2008 by Nick Blitterswyk, is incorporated under the laws of
the Cayman Islands, and is headquartered in New York, New York. UGE is a
supplier of small wind turbines with projects in 80 countries. UGE leverages its
position in small wind to provide comprehensive "hybrid" wind/solar distributed
renewable energy solutions that can be implemented across a wide range of
challenging environments. UGE is targeting market segments for which it has a
competitive advantage, namely powering remote telecom towers, outdoor lighting,
and commercial projects. UGE has 12 patents either pending or granted. Customers
include BMW, Hilton, Qatar Foundation and Verizon. UGE owns its own
state-of-the-art manufacturing facility located in Hebei, China. 


UGE was commercialized in 2010. In 2011, it had sales of approximately $3.9
million, and in 2012 it had sales of approximately $4.9 million (audited). UGE
has realized an average gross margin on sales in excess of 40% over the past 2
years. As of June 30, 2013, UGE had total assets of $11.387 million, and long
term liabilities of $2.627 million and current liabilities of 6.196 million
(unaudited). 


The controlling shareholder of UGE is Xiangrong Xie, a resident of China.

The Qualifying Transaction 

Pursuant to the Transaction, Way Ventures will acquire all of the currently
issued and outstanding securities of UGE by issuing 93,662,465 common shares to
shareholders of UGE in exchange for all of the issued and outstanding common
shares of UGE (the "UGE Shares"), being 5,000,000 UGE Shares, on the basis of
18.7325 common shares of Way Ventures for each 1 UGE Share (the "Conversion
Ratio"). Prior to completion of the Transaction, UGE is seeking to complete a
private placement of UGE Shares for anticipated gross proceeds of approximately
$500,000 (the "Private Placement"). Proceeds from the Private Placement will be
used for general working capital purposes related to fulfilling its backlog of
orders and to fund the Transaction. Any UGE Shares issued pursuant to the
Private Placement shall be exchanged for common shares of Way based on the same
Conversion Ratio. 


Concurrently with the closing of the Transaction, it is anticipated that Way
Ventures will complete a private placement of common shares (the "Concurrent
Financing") for gross proceeds of up to $3 million (and a minimum of $2.25
million) at a price of $0.1428 per common share. Standard fees and commissions
are anticipated to be paid in connection with the Concurrent Financing and the
net proceeds of this issuance will be used for adding key staff, increasing
marketing, and general working capital purposes. Assuming completion of the
Private Placement and the Concurrent Financing at their maximum subscriptions,
and upon completion of the Transaction, the resulting issuer will have
123,7772,269 common shares issued and outstanding. 


The Transaction will not be non-arm's length transaction for the purposes of the
policies of the Exchange. 


It is currently anticipated that the board of directors of the resulting issuer
will consist of Matthew Watson and Art Aylesworth who are currently directors of
Way Ventures, as well as Nick Blitterswyk, Chief Executive Officer and
co-founder of UGE, and XiangRong Xie, who has been instrumental in establishing
UGE's operations in China, and one more director to be named prior to closing.
The current directors of Way Ventures, other than Matthew Watson and Art
Aylesworth, will resign upon closing of the Transaction. Messrs Watson and
Aylesworth are veterans of successful renewable energy public companies. Mr.
Blitterswyk will act as Chief Executive Officer of the Resulting Issuer, while
Mr. Yang will act as its Chief Financial Officer, and the Corporate Secretary
shall be named prior to completion of the transaction. 


Matthew Watson is the current President, Chief Executive Officer, Chief
Financial Officer, Secretary and a director of Way Ventures. Mr. Watson has over
two decades of business leadership experience including Chief Operating Officer
of Carmanah Technologies (TSX: CMH), a provider of solar powered LED lighting
products, where he led the operations from start up to world leader with over
$63 million in sales and a market capitalization of $150 million. Matthew is
currently an active member on several public and private company boards.  


Art Aylesworth is an experienced and successful clean technology executive who
was recognized as Ernst & Young's 2006 Entrepreneur of the Year, Pacific Region.
Mr. Aylesworth is currently the CEO of Light-based Technologies, a private
company which develops power electronics for the solid state lighting industry.
Prior to Light-based, Mr. Aylesworth was the CEO of other clean technology
companies including Carmanah Technologies from 2000 to 2007. Mr. Aylesworth has
also been a board member of several technology association boards and other
technology companies.  


Nick Blitterswyk is the Chief Executive Officer and co-founder of UGE. Nick is a
graduate of the University of Calgary and recent winner of its Graduate of the
Last Decade award. After graduation he held positions at JPMorgan and AIG while
becoming a Fellow of the Society of Actuaries. He then went on to found UGE
which he has grown from inception to becoming a leader in small wind. Nick is a
frequent speaker on TV and conferences on matters related to small wind,
renewable energy, and international business, including working in China. Mr.
Blitterswyk will act as a director and the Chief Executive Officer of the
resulting issuer. 


Jian Yang will act as Chief Financial Officer and Secretary of the resulting
issuer. Prior to joining UGE, Jian was in Citibank's energy investment banking
group where he worked on multiple transactions ranging from capital raising to
mergers and acquisitions totaling $1.6 billion. Jian also worked as a strategy
and operations consultant with Deloitte across multiple sectors including real
estate, finance, energy, and retail. In addition, Jian has an entrepreneurial
background having co-founded and worked on two startup businesses, as well as
having international experience having worked in and with colleagues in India,
China and Europe. Jian holds a MBA and Masters in International Relations from
the University of Chicago and a B.S in Business Administration from Carnegie
Mellon University. 


XiangRong Xie is a successful entrepreneur who has built businesses in China in
the natural resources, tourism, bio-medicine, real estate and clean energy
sectors. Government related posts Ms Xie has held include Deputy Director of the
Beijing Chamber of Commerce, Chair of the China Chamber of Commerce in Cambodia,
Vice President of the Federation of Overseas Chinese, Deputy Director of the
Overseas Chinese Federation and Deputy Director of the International Chinese
Chamber of Commerce, Hebei Province, among others. 


Way Ventures will be seeking a waiver from the Exchange of the requirement to
obtain a Sponsor Report. If it is unable to obtain such a waiver, it will seek
Sponsorship from an Exchange member firm, and will disclose such an engagement
once formalized. 


The Transaction is conditional upon, among other things: receiving all necessary
regulatory and third party approvals and authorizations, the closing of the
Concurrent Financing, completion of the Private Placement, receipt of an
independent valuation of UGE if required by the Exchange, receipt and
satisfaction by Way Ventures of audited annual financial statements of UGE,
approval by each of the board of directors of UGE and Way Ventures, approval by
the shareholders of UGE and Way Ventures, if necessary, confirmation of no
material adverse change having occurred for either entity prior to close, the
completion of a definitive agreement setting forth the terms and conditions for
the closing of the Transaction, the completion of due diligence satisfactory to
each party, obtaining any third party consents necessary, the entering into of
satisfactory employment agreements with senior management personnel of the
corporation resulting from the Transaction, satisfaction of Way Ventures and UGE
with the terms and amounts of "key-person" life insurance policies on senior
management personnel; and receipt by the Exchange of a satisfactory Sponsor
Report, if required.  


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance. There can be no assurance that the
transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative. 


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Way Ventures
Matthew Watson
President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director
[phone]


UGE
Jian Yang
VP Finance
[phone]
[e-mail]