Why Almost the Entire Price of NU E Power's Alberta Purchase Rests on Milestones Ahead

NU E Power has signed a non-binding letter of intent with Proteus Power Developments to acquire three Alberta project companies holding development rights to roughly 145 MWac of solar generation and a proposed 61.5 MW / 123 MWh battery, known collectively as the Hays Project. The aggregate purchase price is CAD $50,000 per MWac of final approved solar capacity, approximately CAD $7.25 million at the contemplated size, with the battery included at no separate consideration. Cash payable at closing is CAD $100,000. The rest depends on what happens next.

How is the consideration structured?

The payment schedule splits three ways. CAD $100,000 falls due at closing of the share purchase, credited against the later payment. Seventy percent of the price less that amount, roughly CAD $4.98 million, is payable only on Notice to Proceed, defined as the point at which the project is permitted, holds land rights and an executed interconnection agreement, is issued for construction and is capable of starting construction. The remaining 30 percent, about CAD $2.18 million, is payable only on Commercial Operation Date, certified by an independent engineer. Cash at closing therefore represents 1.4 percent of the headline price, with 98.6 percent deferred against milestones that have not been reached.

What is a Notice to Proceed, and why does the definition matter here?

Notice to Proceed marks the point at which a project is fully de-risked on paper and construction can begin, requiring permits, land rights, an executed interconnection agreement and issued-for-construction status together. The definition matters because of what the Hays Project currently lacks. The announcement states plainly that the project is proceeding through the Alberta Electric System Operator interconnection process and does not have an executed interconnection agreement, a power purchase agreement or any other offtake arrangement, with no assurance that interconnection approval will be obtained or obtained in the configuration contemplated. The single largest payment in the transaction, roughly 69 percent of the total, is therefore contingent on securing precisely the document the project does not hold.

Why buy this way?

Because the buyer is paying for development work rather than for an asset. Chief executive Broderick Gunning described the value in a power project as being created between the land and the shovel, in permitting, land control, interconnection and contracting, and said the structure lets the company's capital follow the de-risking instead of arriving ahead of it. That is an accurate description of what a milestone schedule does: it transfers the risk of failure back to the seller, who receives almost nothing unless the project advances. For a company of NU E's size the alternative, paying CAD $7.25 million upfront for an unpermitted position with no interconnection agreement, would be a materially different commitment.

The transaction also changes the shape of the portfolio rather than simply its size. NU E's Alberta interests are currently held through joint ventures at 25 percent in Lethbridge One and 50 percent in Lethbridge Two, Lethbridge Three and Hanna, and Hays would be its first wholly owned project and its first combining solar with storage. The company reports a portfolio of 1,112.25 MW gross and 613.94 MW net working interest as at May 2026, rising to approximately 1,258 MW gross and 760 MW net on completion. Because Hays would be held outright, gross and net are the same, which lifts net working interest from roughly 55 percent of gross capacity to about 60 percent. That matters more than the megawatts: the company is converting shared exposure into owned exposure.

What does the deal signal for early-stage development?

The deal signals that milestone-weighted consideration is becoming the standard mechanism for transferring pre-interconnection projects, and that it is being used by the same parties on both sides of the market. NU E has previously applied comparable structures as a seller, and is now applying one as a buyer, which is what an intermediary does: acquire optionality cheaply against milestones, advance it, and monetise it against milestones again. Expect more early-stage Alberta positions to trade on schedules of this kind while the AESO queue remains the binding constraint, and expect headline purchase prices in this segment to overstate what is actually being committed.

The caveats deserve equal weight. The letter of intent is non-binding except on process matters, no definitive agreement exists, and completion depends on confirmatory diligence, converting land options into long-term leases, settling or terminating an existing third-party co-development arrangement, board approval and regulatory and exchange consents. Alberta adds its own uncertainty, with the province's approach to renewable approvals having shifted materially in recent years. A structure that commits CAD $100,000 of cash against a CAD $7.25 million headline is well suited to exactly that environment, which is presumably the point.

Key takeaways

• NU E Power signed a non-binding letter of intent with Proteus Power Developments for three Alberta project companies holding approximately 145 MWac of solar and a proposed 61.5 MW / 123 MWh battery, the Hays Project.
• The price is CAD $50,000 per MWac of final approved solar capacity, roughly CAD $7.25 million, with the two-hour battery included at no separate consideration.
• Cash at closing is CAD $100,000, or 1.4 percent of the headline price, with roughly 69 percent payable at Notice to Proceed and 30 percent at Commercial Operation Date.
• The project has no executed interconnection agreement, no power purchase agreement and no offtake arrangement, and remains in the Alberta Electric System Operator interconnection process, so the largest payment depends on a document not yet held.
• Completion would take NU E's portfolio from 1,112.25 MW gross and 613.94 MW net to approximately 1,258 MW gross and 760 MW net, lifting net working interest from about 55 to 60 percent of gross capacity.

Frequently asked questions

How much is NU E Power paying for the Hays Project?The aggregate purchase price is CAD $50,000 per MWac of final approved solar capacity, approximately CAD $7.25 million based on the roughly 145 MWac contemplated, with the battery included at no separate consideration. Only CAD $100,000 is payable at closing.

What is Notice to Proceed?Notice to Proceed is the point at which a project is permitted, holds land rights and an executed interconnection agreement, is issued for construction and can begin building. In this transaction roughly 69 percent of the purchase price becomes payable only when that milestone is achieved.

Is the transaction agreed?No. The letter of intent is non-binding except for provisions covering diligence, interim conduct, exclusivity, announcements, expenses, confidentiality, termination and governing law. No binding obligation arises until a definitive share purchase agreement is negotiated and executed, and there is no assurance that will happen.

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