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.
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