EXOlifestyle, Inc. Announces Plans to Acquire Sun Pacific Power Corp., a Manufacturer of "Next Generation" Solar Panels and L...
21 August 2017 - 2:51PM
Marketwired
EXOlifestyle, Inc. Announces Plans to Acquire Sun Pacific Power
Corp., a Manufacturer of "Next Generation" Solar Panels and
Lighting Products as a wholly owned subsidiary, and to Change Its
Name to Sun Pacific Holding Corp.
BOCA RATON, FL-(Marketwired - Aug 21, 2017) - EXOlifestyle, Inc.
(OTCQB: EXOL) announced today plans to acquire Sun Pacific Power
Corp., a Manufacturer of "Next Generation" Solar Panels and
Lighting Products. Pursuant to the Acquisition Agreement entered
into on August 17, 2017, EXOlifestyle, Inc. plans to change its
name and operate as Sun Pacific Holding Corp. The transaction is
expected to close by August 22, 2017.
Sun Pacific Power Corp., ("SPPC") is a wholesale marketing and
media company operating in four distinct business divisions:
Electrical Contracting, Solar Generated Product Manufacturing, an
Advertising Division and an Online Sales Catalog for Electrical
Products. Sun Pacific Power Corp. builds competitively priced "Next
Generation" solar panel and lighting products in its eight
world-wide manufacturing and assembly locations, five of which are
in the United States. Sun Pacific Power works closely with design,
engineering, integration and installation firms in order to deliver
turnkey solar systems to its customers. In addition, Sun Pacific
Power Corp. has several subsidiaries related to specialized
operation in electrical, plumbing and general construction.
As part of the terms of an August 17, 2017 acquisition
agreement, the Board and a majority of EXOlifestyle, Inc.
shareholders approved a reverse stock split on a 1 share per 50
basis and agreed to issue 1,000,000 shares of Series B Preferred
stock, 200,000 shares of Series C Preferred stock and 284,215,420
shares of common stock to the respective shareholders of Sun
Pacific Power Corp. Upon consent of the shareholders, the reverse
stock split is subject to approval by FINRA. If the reverse stock
split is approved, every 50 shares of EXOlifestyle, Inc. common
stock will be combined into one issued and outstanding share
without any change in the par value of such shares, with fractional
shares rounded up to the nearest share.
Under the terms of the proposed acquisition with Sun Pacific
Power Corp., we agreed to exchange exactly 0.9764 of a share of
newly designated Series B Preferred shares for each share of Sun
Pacific Power Corp. Series 1-A Preferred. Each Series B Preferred
share will convert to 30.8565 common shares upon the effectiveness
of proposed 50 to 1 reverse stock split. Additionally, the holders
of the Series B Preferred shares of Sun Pacific Power Corp. will
receive one share of the newly designated Series C Preferred shares
of EXOlifestyle, Inc. in exchange for each share of the Series B
Preferred shares of Sun Pacific Power Corp. EXOlifestyle, Inc.
Series C Preferred Shares will not have voting rights and will
automatically redeem 24 months from issuance. The holders of common
shares of Sun Pacific Power Corp. shall each receive 8.83 shares of
EXOlifestyle, Inc. common stock in exchange for each share of Sun
Pacific Power Corp. common stock, for a total of 284,248,605
shares.
Nicholas Campanella, Chairman of Sun Pacific Holdings Corp.
said, "In making the decision to operate as a public company, we
carefully considered the importance of maintaining our focus on our
clients while continuing to grow our trusted, global brand." Mr.
Campanella continued, "We believe this a tremendous opportunity for
both our shareholders and our clients. As a public company Sun
Pacific Holdings has the potential to raise capital and make
acquisitions we would not be able to make as a private
enterprise."
Randy Romano and Vaughan Dugan, both current Directors of
EXOlifestyle, Inc., agreed to exchange all outstanding warrants
held by them for 11,685 shares and 11,964 shares of the newly
designated Series B Preferred stock respectively. Upon closing both
Mr. Romano and Mr. Dugan will resign from the Board of Directors
and the following persons shall be appointed to the Board:
Nicholas Campanella
|
Director, CEO, President
|
Gregory Rodman
|
Director
|
Vincent Randanzzo
|
Director
|
Sumair Mitroo
|
Director
|
William Singer
|
Director
|
Within 15 days of closing of the Agreement, Mr. Nicholas
Campanella, Director and CEO of Sun Pacific Power Corp., shall
enter into a settlement of certain debts owed by Sun Pacific Power
Corp. to Mr. Campanella in exchange for a profit sharing
arrangement, final terms to be determined. Additional information
regarding this transaction can be found in the EXOlifestyle, Inc.
Form 8-K filed with the U. S. Securities and Exchange Commission on
August 18, 2017.
https://www.sec.gov/Archives/edgar/data/1343465/000149315217009562/form8k.htm
In addition, Randy Romano and Vaughan Dugan have agreed to enter
into a Spin Off Agreement whereby in exchange for the cancelation
of their controlling Series A Preferred Stock they will receive a
controlling interest in Pizza Fusion, Inc. and EXO, Inc. Upon
closing, Nicholas Campanella will become the controlling
shareholder of the Company with a focus on building upon the
success of Sun Pacific Holdings Corp. and its subsidiaries.
About Sun Pacific Power Corp.
Sun Pacific Power was started as a R&D facility developing
its non-glass patent pending and patented solar panel and has
evolved into various technology development and product
integration; we also have an extensive electrical and construction
division to serve the growing construction and development trends.
We have numerous municipal contracts providing our state of the art
solar powered bus and advertising shelters to help the transit
system community have a great experience by providing Wi-Fi and LED
lighting as well as our advertising component to help increase
revenue. For more information on Sun Pacific Power Corp. visit
www.sunpacificpower.com.
Safe Harbor and Forward-Looking Statements
This news release contains statements that involve expectations,
plans or intentions (such as those relating to future expansion or
financial results) and other factors discussed from time to time in
the Company's OTC Markets filings. These statements are
forward-looking and are subject to risks and uncertainties, so
actual results may vary materially. You can identify these
forward-looking statements by words such as "may," "should,"
"expect," "anticipate," "believe," "estimate," "intend," "plan" and
other similar expressions. Our actual results could differ
materially from those anticipated in these forward-looking
statements as a result of certain factors not within the control of
the company. The company cautions readers not to place undue
reliance on any such forward-looking statements, which speak only
as of the date made. The company disclaims any obligation
subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Corporate Relations David Kugelman Atlanta Capital Partners, LLC
(404) 856-9157 (866) 692-6847 Toll Free - U.S. & Canada
ir@sunpacificpower.com