Pan Global Corp. (OTCPK:PGLO) entered into a definitive stock purchase agreement to acquire Regency Yamuna Energy Limited from Arun Sharma and others on October 28, 2013. Pan Global Corp. will invest an approximately INR 390 million in Regency Yamuna Energy by restructuring certain outstanding indebtedness, to fund the completion of 5.7 MW (4.9 MW allotted) Small Hydro Project at Badyar, India and to purchase 100% of the outstanding equity of Regency Yamuna Energy. Upon the delivery of two originally executed copies of this agreement, the stockholders agreement and escrow agreement and one originally executed copy of the note and a copy thereof, and the receipt by Pan Global Corp. of a delivery of a preliminary technical due diligence report by Tractebel, Pan Global Corp. shall purchase from Regency Yamuna a convertible debenture in the principal amount of INR 4.2 million and convertible into an aggregate of 0.29 million shares. No later than five business days of the issue date of convertible debenture, Pan Global shall purchase an aggregate of 0.33 million shares from the Regency Yamuna in consideration for an aggregate purchase price INR 4.8 million (First Tranche); no later than 15 Business Days from the closing date of First Tranche, Pan Global shall purchase an aggregate of 0.62 million shares from Regency Yamuna for an aggregate purchase price INR 9 million (Second Tranche) and no later than ten business days of the closing date of the Second Tranche and written confirmation by Regency Yamuna, satisfactory to Pan Global, that construction of the project is progressing according to schedule Pan Global shall purchase an aggregate of 0.21 million shares from Regency Yamuna for an aggregate purchase price of INR 3 million. All the three steps shall constitute step one of the first closing. In the step two of the first closing, Pan Global shall purchase 1.31 million shares from Regency Yamuna for INR 19 million no later than ten business days of Pan Global's receipt of confirmation that this agreement and the ancillary agreements have been properly filed with the federal or state courts in Uttarakhand or such other similar registration mechanism and financial statements of Regency Yamuna for two prior fiscal years and the most recent interim period prepared in accordance with United States GAAP. In the second closing, Pan Global shall purchase (i) 0.75 million shares for INR 11 million; (ii) 6.14 million shares from the Selling Stockholders as listed on Exhibit A, for INR 89 million; and (iii) 1.23 million shares from the promoter necessary to increase Pan Global's equity ownership to 51% in consideration for shares of Pan Global preferred stock . In the third closing, Pan Global will pay INR 247.5 million for the remaining shares of Regency Yamuna and cash repurchase of the Pan Global preferred stock exchanged in the second closing for the purchase price of the promoter shares and any other liabilities other than the SBOP term loan, the indebtedness of the promoter and his associates and the shares issued upon the conversion of the promoter's debt and the other unsecured creditors.

Other investors include Amitabh Sharma, Sunita Sharma, Abhay Sharma, A.Power Himalayas Ltd, Charu Finvest Consultant Ltd, Regency Aquaelectro & Motel - Resorts Ltd, Tarun Sharma, Indu Jindal, Pavaljeet Singh Ruppal, Pradeep Kaur, Sanjay Jindal and Sanjay Kumar Jindal.

The deal is subject to due diligence, third party approvals, regulatory approvals and other conditions. As of November 4, 2013, preliminary technical and financial due diligence were completed and Pan Global Corp. has received and accepted the results of the final engineering due diligence from Tractebel Engineering Pvt. Ltd.

As of November 5, 2013, Pan Global entered into a loan agreement with Anatom Associates S.A. for up to $1 million (INR 61.09 million) in non-convertible 8% debt. A portion of the financing will be used to fund the transaction. As of December 2, 2013, the first tranche of the first closing of the transaction is completed. Pan Global purchased 0.620 million shares in Regency Yamuna. As of December 24, 2013, Pan Global Corp. consummated the second tranche of this transaction. At the second tranche closing, Pan Global Corp. purchased an aggregate of 620,690 Regency Yamuna Energy Limited common shares from in consideration for INR 9 million. As of January 27, 2014, the third tranche of the first closing of the transaction is completed. Pan Global purchased 0.21 million shares in Regency Yamuna for INR 3 million. Including the previous tranche closings, Pan Global has acquired 1.45 million shares of Regency Yamuna, representing 7.51% stake in Regency Yamuna, for INR 21 million. As on April 7, 2014, Pan Global Corp. increased its equity stake in Regency Yamuna to approximately 9.46%.

Philip Magri of The Magri Law Firm, PLLC acted as escrow agent to Pan Global Corp. Deodar Advisory LLP acted as advisor to Regency Yamuna. The currency conversion was done through www.oanda.com.

Pan Global Corp. (OTCPK:PGLO) completed the acquisition of 9.93% stake in Regency Yamuna Energy Limited from Arun Sharma and others on July 24, 2014.