/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION
IN CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES/
All monetary amounts are expressed in Canadian
Dollars, unless otherwise indicated.
CALGARY, AB, Feb. 25, 2021 /CNW/ - Eguana Technologies
Inc. (TSXV: EGT) (OTCQB: EGTYF) ("Eguana" or the
"Company") is pleased to announce that it has completed its
previously announced private placement of special warrants of the
Company (the "Special Warrants") for aggregate gross
proceeds of $20,000,000 (the
"Offering"). Pursuant to the Offering, the Company issued
50,000,000 Special Warrants at a price of $0.40 per Special Warrant. Each Special Warrant
is exercisable into one common share in the capital of the Company
(each, a "Common Share" and collectively, the "Common
Shares") without payment of any additional consideration upon
certain conditions being met.
The Offering was led by Stifel GMP and Cormark Securities Inc.,
as co-lead and joint bookrunners, together with Mackie Research
Capital Corporation (the "Agents"). In addition, and in
connection with the Offering, Fort Capital Partners acted as a
capital markets advisor to the Company.
The Special Warrants were created and issued pursuant to, and
are governed by the terms of a special warrant indenture between
the Company and TSX Trust Company, and will be transferable and
exercised in accordance with the terms and conditions of the
special warrant indenture.
In addition to strengthening its balance sheet, the Company
plans to use net proceeds of the Offering to accelerate cost
reduction activities, to accelerate research and development of its
battery technology, to expand its development and lab testing
capabilities, and to strategically position inventory for the
transition from batch manufacturing to flow manufacturing, enabling
consistent product availability.
"I'm very proud of our team, who have worked tirelessly over the
past few years, to position Eguana with a feature rich suite of
products and fantastic partners in key areas including
manufacturing, installation, and supply," commented Eguana CEO
Justin Holland. "We are also
encouraged by the institutional support and will put this growth
capital to good use by immediately accelerating our supply chain
activities to bring additional predictability to our revenue
streams by reducing the impact of COVID-19 driven logistics
disruption. We will also accelerate the vertical integration of our
battery supply chain giving the Company increased flexibility and
advantage with new and emerging battery chemistries."
The Company will use its commercially reasonable efforts to
qualify the distribution of the Common Shares issuable upon
exercise of the Special Warrants by way of a short form prospectus
("Qualifying Prospectus") within 90 days following the
closing of the Offering (the "Qualifying Condition"). The
securities issued in connection with the Offering will be subject
to a 4–month hold period from the date of the closing of the
Offering (the "Closing Date") unless the Qualifying
Prospectus is filed and receipted within that time. If the
Qualifying Condition is not met, each Special Warrant will be
exercisable (for no additional consideration and with no further
action on the part of the holder thereof) for 1.1 Common Shares.
The Company has received conditional approval to list: (i) the
Common Shares issuable on exercise of the Special Warrants and (ii)
the Compensation Warrant Shares (as defined below) issuable on the
exercise of the Compensation Warrants (as defined below) on the TSX
Venture Exchange (the "Exchange"), subject to the Company
fulfilling all of the listing requirements of the Exchange. The
Special Warrants will not be listed on any stock exchange or
over–the–counter market.
As consideration for its services in connection with the
Offering, the Company paid the Agents a cash commission equal to
$1,400,000 and issued to the Agents a
total of 3,500,000 non-transferable compensation special warrants
of the Company (each, a "Compensation Special Warrant").
Each Compensation Special Warrant is exercisable for one
compensation warrant of the Company (each, a "Compensation
Warrant") without payment of any additional consideration by
the holder thereof. Each Compensation Warrant is exercisable into
one common share of the Company (collectively, the "Compensation
Warrant Shares") at an exercise price of $0.40 per share for a period of 24 months from
the Closing Date.
Certain directors and officers of the Company participated in
the Offering. As a result, the foregoing constitutes a
related-party transaction under Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). This transaction is exempt
from the formal valuation and minority shareholder approval
requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a)
of MI 61-101 as neither the fair market value of the securities
issued, nor the consideration provided therefore exceed 25% of the
Company's market capitalization.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the United States Securities Act
of 1933, as amended (the "1933 Act") and may not be offered or sold
to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such
term is defined in Regulation S under the 1933 Act) absent
registration or an applicable exemption from the registration
requirements of the 1933 Act any application state securities
laws.
About Eguana Technologies Inc.
Based in Calgary, Alberta
Canada, Eguana Technologies (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
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 news
release.
Cautionary Statement Regarding Forward-Looking
Information
This news release contains "forward-looking statements" that are
based on expectations, estimates, projections and interpretations
as at the date of this news release. Forward-looking statements are
frequently characterized by words such as "plan", "expect",
"project", "seek", "intend", "believe", "anticipate", "estimate",
"suggest", "indicate" and other similar words or statements that
certain events or conditions "may" or "will" occur, and include,
without limitation, statements regarding the use of proceeds of the
Offering, the impact of COVID-19, the expected timing for obtaining
a final receipt for the Qualifying Prospectus and receipt of all
requisite regulatory approvals, the Company's future financial and
business plans and the expected effects thereof. Such forward
looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks and other factors may
include, but are not limited to, the ability to obtain all
requisite regulatory approvals including the approval of the
Exchange and those of the securities regulatory authorities in
respect of a Qualifying Prospectus; the Company may not use the
proceeds of the Offering as intended; the results of business
operation; the ability of the Company to acquire further customers;
timing and availability of external financing on acceptable terms,
the uncertainty surrounding the spread of COVID-19 and the impact
it will have on the Company's operations and economic activity in
general and those risk factors outlined in the Company's
management discussion and analysis as filed on SEDAR. The Company
does not undertake to update any forward-looking information except
in accordance with applicable securities laws.
SOURCE Eguana Technologies Inc.