DAY4 ENERGY INC 
By
by George Rubin (President and CEO of Day4) and Douglas Keast
(Executive Vice-President and CFO of
Day4), have entered into an agreement which proposes an
arrangement (the "Arrangement") among
Day4, Day4's shareholders and 094 (the "Arrangement
Agreement").
Under the Arrangement, Day4 will transfer all of its
business, assets and operations to 094, in exchange for cash
consideration of $500,000 and 094 will assume all of the
liabilities of Day4. The Arrangement will be effected by way
of a court approved statutory plan of arrangement under the
Business Corporations Act (British Columbia). Following the
completion of the Arrangement, Day4 will have no assets or
liabilities other than $500,000 cash. Following the
Arrangement, Day4 will seek to review strategic alternatives
to realize any additional value. There can be no assurance
that Day4 will realize any additional value.
The completion of the Arrangement is subject to the
satisfaction of a number of conditions including approval of
the Arrangement by the shareholders of Day4, the Supreme
Court of British Columbia and other regulatory approvals. The
Arrangement requires the approval by at least 66 2/3% of the
votes cast by holders of Day4 shares and must also be
approved by the holders of Day4's shares other than those
shares held by George Rubin and Douglas Keast. The
Arrangement is exempt from the valuation requirements of
applicable securities legislation as Day4 is considered to be
in financial hardship and the transaction is designed to
improve Day4's financial position. The transaction was
approved by a special committee of independent Day4
directors. Prior to the approval of the transaction, the
board of directors obtained a fairness opinion that the
Arrangement is fair, from a financial point of view, to the
shareholders of Day4.
Day4 shareholder approval will be sought at the annual and
special meeting currently scheduled for June
27, 2012. It is anticipated that materials for such meeting
will be mailed to Day4 shareholders on or about
June 1, 2012. Subject to satisfaction of all conditions,
completion of the Arrangement is expected to occur on June 29
or such later date as Day4 may announce by press release.
Day4 previously announced that it received notice from the
Toronto Stock Exchange (the "TSX" or the "Exchange") that the
TSX is reviewing the eligibility for continued listing of the
Company's securities on the Exchange.
In light of the proposed Arrangement and the inability of
Day4 to meet continued listing requirements of the Exchange,
Day4's board of directors have authorized Day4 to apply to
the TSX for a voluntary delisting of its common shares from
the Exchange. Day4 will make a further announcement regarding
the specific timing of the delisting.
Day4 is a Canadian company dedicated to providing high
performance photovoltaic (PV) solutions for residential,
commercial and utility scale installations. By fundamentally
improving on the design and assembly of solar cells and
modules, the Company produces unique PV panels of high power
density, increased lifetime and uncompromised aesthetic
appearance. Day4 partners with international technology
leaders to develop and deliver IEC- and UL-certified solar
products to customers around the world. Day4
Energy is listed on the TSX under the symbol "DFE". For more
information, please visit
www.day4energy.com.
Forward-Looking Statements
Certain statements in this press release may not be historical and may constitute forward-looking statements reflecting financial performance. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including the risk that there is no assurance that the transactions contemplated by the Arrangement will be completed as proposed or at all and there is no assurance that Day4 will be able to realize any additional value from any further strategic transactions. Forward- looking statements are based on management's estimates, beliefs and opinions on the date the statements are made. Except as required by law, Day4 assumes no obligation to update forward-looking statements if circumstances should change. Additional information on these and other potential factors that could affect Day4's financial results are detailed in documents filed from time to time with the applicable Canadian securities regulatory authorities and will be detailed in the management information circular to be prepared and sent to Day4 shareholders in connection with the Arrangement. Investors are cautioned that, except as disclosed in the management information circular, any information regarding the Arrangement may not be accurate or complete and should not be relied on.
Contact InformationInvestor Relations Day4 Energy Inc. (604) 296 0434
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