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CALGARY, Aug. 8, 2019 /CNW/ - Eguana Technologies
Inc. ("Eguana" or the "Company") (TSXV: EGT)
(OTCQB:EGTYF) is pleased to announce that it has closed its
previously announced upsized private placement offering
(June 21, 2019) on a non-brokered
basis by issuing 1,215 unsecured convertible debenture units of the
Company (each, a "CD Unit" and collectively, the
"CD Units") at a price of $1,000 per CD Unit for gross proceeds of
$1.215 Million (the
"Offering"). Eguana closed the first tranche of its private
placement on June 21, 2019 by issuing
3,012 CD Units for gross proceeds of $3.012
Million. In total, Eguana issued 4,227 CD Units for gross
proceeds of $4.227 Million. The net
proceeds will be used for general working capital and corporate
expenditures of the Company.
Each CD Unit is comprised of one $1,000 unsecured convertible debenture of the
Company (each, a "Debenture" and collectively, the
"Debentures") and such number of common share purchase
warrants of the Company (each, a "Warrant" and collectively,
the "Warrants") equal to the principal amount of the
Debenture divided by $0.30, with each
Warrant exercisable at $0.20 to
acquire one common share in the capital of the Company (each, a
"Common Share" and collectively, the "Common
Shares") for a period of 36 months from the date of issuance
(the "Closing Date").
As part of the Offering, to demonstrate continued support of
Eguana's growth plans, insiders of the Company subscribed for an
aggregate of 1,215 CD Units. The Company's largest shareholder DHCT
II Luxembourg SARL ("DHCT"), the investment vehicle of funds
managed by Doughty Hanson & Co Managers Limited subscribed for
1,200 CD Units and Gregory Nelson, a
director of the Company subscribed for 15 CD Units. Such
participation is considered a related party transaction within the
meaning of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The related party transaction is exempt from minority
approval, information circular and formal valuation requirements
pursuant to the exemptions contained in Sections 5.7(1)(a) and
5.5(a) of MI 61-101, as neither the fair market value of the gross
securities issued under the Offering nor the consideration paid by
the insiders exceeds 25% of the Company's market
capitalization.
The Debentures mature and are repayable three (3) years from the
Closing Date (the "Maturity Date"). Each Debenture has a
coupon of 10% per annum compounded semi-annually and payable in
cash semi-annually or on such earlier date on which the Debenture
is converted. Each holder of Debentures is entitled to convert, at
any time, the principal amount of Debentures into Common Shares at
a price of $0.15 per Common Share
(the "Conversion Price"). Following the date that is four
months plus one day from the Closing Date, upon 30 days' notice,
the Company can require the holders of Debentures to convert the
Debentures into Common Shares in the event the daily volume
weighted average trading price of the Common Shares on the TSX
Venture Exchange (the "TSXV") is greater than $0.30 for any 20 consecutive trading days.
All securities issued pursuant to the Offering will be subject
to a statutory hold period lasting four months and one day
following the Closing Date and any applicable US restrictions. The
Offering is subject to approval of the TSXV.
As part of the Offering, DHCT has acquired ownership of (i)
$1.2 million principal amount of
Debentures convertible at the option of DHCT into 8,000,000 Common
Shares, representing approximately 3.53% of the presently issued
and outstanding Common Shares and (ii) 4,000,000 Warrants
entitling DHCT to subscribe to 4,000,000 Common Shares at a price
of $0.20 per Common Share,
representing approximately 1.76% of the presently issued and
outstanding Common Shares.
Immediately prior to the acquisition, DHCT owned (i)
58,018,921 Common Shares, representing approximately 25.57% of
the presently issued and outstanding Common Shares, (ii) one Series
8 First Preferred Share of the Company, representing 100% of the
presently issued and outstanding Series 8 First Preferred Shares of
the Company, (iii) 434,860 Series A Preferred Shares of the Company
(the "Series A Preferred Shares"), representing 100% of
the presently issued and outstanding Series A Preferred
Shares, which may be converted at the option of DHCT into
18,119,166 Common Shares, and (iv) 1,863,095 warrants to purchase
Common Shares (the "Previous Warrants"). Assuming
the conversion in full of the Series A Preferred Shares and
exercise in full of the Previous Warrants, DHCT would have owned,
immediately prior to the acquisition, 78,001,182 Common Shares,
representing approximately 31.59% of the Common Shares.
Following completion of this acquisition, DHCT owns (i)
58,018,921 Common Shares, representing approximately 25.57% of
the presently issued and outstanding Common Shares, (ii) one Series
8 First Preferred Share of the Company, representing 100% of the
presently issued and outstanding Series 8 First Preferred Shares of
the Company, (iii) 434,860 Series A Preferred Shares, representing
100% of the presently issued and outstanding Series A Preferred
Shares, which may be converted at the option of DHCT into
18,119,166 Common Shares, (iv) 5,863,095 warrants to purchase
Common Shares, and (v) $1,200,000
principal amount of Debentures. Assuming the conversion in full of
the Series A Preferred Shares and Debentures, and exercise in full
of the warrants held by DHCT following the acquisition, DHCT would
own 90,001,182 Common Shares, representing approximately
34.76% of the Common Shares.
The securities were acquired through a private placement with
the Company as further described above. DHCT has acquired the
Debentures and Warrants for investment purposes, and may acquire
further securities of the Company, or dispose of its holdings
of securities of the Company, both as investment conditions
warrant.
About Eguana Technologies Inc.
Based in Calgary, Alberta
Canada, Eguana Technologies Inc. (EGT: TSX.V) (OTCQB: EGTYF)
designs and manufactures high performance residential and
commercial energy storage systems. Eguana has two decades of
experience delivering grid edge power electronics for fuel cell,
photovoltaic and battery applications, and delivers proven,
durable, high quality solutions from its high capacity
manufacturing facilities in Europe
and North America.
With thousands of its proprietary energy storage inverters
deployed in the European and North American markets, Eguana is one
of the leading suppliers of power controls for solar
self-consumption, grid services and demand charge applications at
the grid edge. To learn more, visit www.eguanatech.com or follow us
on Twitter @EguanaTech.
Forward Looking Information
The reader is advised that some of the information herein may
constitute forward-looking statements and forward-looking
information (together, "forward-looking statements") within the
meaning assigned by National Instrument 51-102 – Continuous
Disclosure Obligations and other relevant securities legislation.
In particular, we include, among other things: statements
pertaining to the use of proceeds, the closing of the Offering, the
ability of the Company to comply with terms of the Debentures,
including but not limited to the interest payments and payments of
the principal and the Company's ability to obtain necessary
approvals from the TSX Venture Exchange.
Forward-looking statements are not a guarantee of future
performance and involves a number of risks and uncertainties. Many
factors could cause the Company's actual results, performance or
achievements, or future events or developments, to differ
materially from those expressed or implied by the forward-looking
information. Readers are cautioned not to place undue reliance on
forward-looking information, which speaks only as of the date
hereof. Readers are also directed to the "Risk Factors" section of
the Company's most recent audited financial statements which may be
found on its website or at sedar.com The Company does not undertake
any obligation to release publicly any revisions to forward-looking
statements contained herein to reflect events or circumstances that
occur after the date hereof or to reflect the occurrence of
unanticipated events, except as may be required under applicable
securities laws.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Eguana Technologies Inc.