Mr. John Newman reports

NU E POWER CORP. ANNOUNCES ACQUISITION OF BLU DOT SYSTEMS INC.

NU E Power Corp. has signed a binding share purchase agreement with the principal shareholder of Blu Dot Systems Inc. and its concurrent offer to purchase all of the other shareholders of Blu Dot pursuant to which the company expects to acquire 100 per cent of Blu Dot in an all-share deal.

The acquisition

Pursuant to the terms of the share purchase agreement with the principal shareholder of Blu Dot (which owns 44.9 per cent of Blu Dot) and the offer to purchase that was issued to all of the other shareholders of Blu Dot, NU E will issue:

• 6.51 common shares of NU E for each one common share of Blu Dot held by the principal shareholder;
• 7.04 NU E shares for each one Blu Dot share held by all other Blu Dot shareholders.

NU E will issue an aggregate 8.5 million NU E shares in connection with the acquisition. This acquisition is subject to a number of closing conditions, including approval from the Canadian Securities Exchange, and is expected to close on or about April 30, 2025. The issuance of NU E shares, in connection with the acquisition, will not be subject to restrictions on resale unless required by applicable securities laws or the policies of the CSE. There is no finder's fee payable on closing of the acquisition.

About Blu Dot Systems Inc.

Blu Dot is an original equipment manufacturer in the electrical switchgear industry, which has an annual global market of $92.3-billion (U.S.), growing at 6.7 per cent per year and expected to reach $155.3-billion (U.S.) by 2031 (1), largely due to expansion in data centres, renewable energy infrastructure and electrification growth.

The ownership has designed, certified and tested several products that are used in industry, as well as in the technical construction business, and have several large-scale utility solar farm construction projects completed to date.

Governance and shareholder protections

The acquisition will be treated as a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as a director and officer of NU E is also a director, officer and/or shareholder of Blu Dot. The director and officer owns, directly or indirectly, 561,276 Blu Dot shares and is expected to receive an aggregate of 3,651,383 NU E shares pursuant to the acquisition.

MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders, as well as a formal valuation for a transaction that constitutes a related-party transaction, absent an exemption from such requirements. Each issuance of NU E shares to a related party will be considered a related-party transaction within the meaning of MI 61-101, but it is expected that such transaction will be exempt from the valuation requirement of MI 61-101 as the NU E shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 in that the fair market value of the consideration of the NU E shares issued to the related party will not exceed 25 per cent of the company's market capitalization.

(1) Source: The Insight Partners, Oct. 17, 2024.

About NU E Power Corp.

NU E is a green energy company focused on the developing, construction and operating of clean and renewable energy infrastructure across North America. The company has a partnership with Low Carbon Canada Solar Ltd., a subsidiary of the United Kingdom-based renewable major, Low Carbon Investment Management Ltd., to facilitate non-dilutive investment into the company with the goal of developing up to two gigawatts of renewable energy projects in Canada by 2030.

We seek Safe Harbor.