EHT ANNOUNCES AGREEMENT TO ACQUIRE WINDULAR RESEARCH AND TECHNOLOGIES AND CONCOMITANT PLANS TO CONSOLIDATE ITS SHARES, RESTRUCTURE ITS DEBT AND RAISE ADDITIONAL FINANCING
Niagara Falls, Ontario: January 28, 2021 - EnerDynamic Hybrid Technologies Corp. (TSXV:EHT) ("EHT") is pleased to announce the signing of an agreement to acquire Windular Research and Technologies Inc. ("WRT") on January 22, 2021, and its plans to concomitantly consolidate its shares 20-for-1 (the "Share Consolidation"), convert its existing debentureholders' debts (the "Debt Conversion"), and raise up to $18 million in financing by way of a private placement of EHT shares (the "Private Placement"), all subject to the approval of the TSX Venture Exchange (the "TSXV").
WRT is a privately held renewable energy technology company whose origins were founded in telecom tower engineering, design and implementation. WRT provides reliable, cost-efficient, disruptive renewable technology solutions to the global telecom tower industry, significantly reducing or eliminating its reliance on costly, dirty diesel fuel. WRT has state-of-the-art wind and solar tracking systems designed for the global telecom tower industry. Faced with ever-increasing operating costs, the push to expand connectivity into remote corners of the globe, and a strong global effort to significantly reduce greenhouse gas emissions, mobile network operators are in need for an alternative to their reliance on costly, dirty diesel fuel. The traditional diesel-powered tower has become increasingly costly due largely to rising fuel costs and the logistics associated with fuel delivery, and generator maintenance and replacement to remote locations. WRT's wind and solar technology applications provide the solution.
There are currently over four million telecom towers around the globe with another one million expected to come online in 2021-22. More than one million of the world's existing towers rely solely on diesel fuel as a source of power. The combined EHT and WRT will offer a comprehensive suite of clean energy technology solutions to the world's "Tower" market.
Subject to WRT shareholder approval and successful completion of the Private Placement, EHT will acquire all the issued and outstanding shares of WRT in an all-share transaction valued at $15 million (the "WRT Acquisition"). Concomitantly with the Share Consolidation and Debt Conversion, and subject to the closing of the Private Placement, EHT will issue 21,428,572 EHT common shares to WRT shareholders (which group does not include any insiders of EHT) at a deemed price of $0.70 per share (the "Issued Shares"). 50% of the Issued Shares will be subject to a lock-up for a period of four months plus a day, and the remaining 50% will be subject to a lock-up of eight months.
Commensurate with the Share Consolidation, EHT will ask all its debentureholders (which group does not include any insiders of EHT) to participate in the Debt Conversion by converting their outstanding principal debt and accrued interest into EHT shares at the same price and with the same escrow terms as the Issued Shares in the WRT Acquisition. EHT has initiated discussions with several of its major debentureholders, with favourable response.
Also commensurate with the Share Consolidation, the Debt Conversion, and the WRT Acquisition, EHT is planning to finalize a financing with a well-respected Bay Street financial advisor and agent to raise a minimum of $10 million and a maximum of $18 million to fund the ongoing projects of EHT and WRT. The Private Placement will consist of the issuance and sale of up to an additional 25,714,286 common shares (the "Additional Shares") at a price of not less than $0.70 per Additional Share. The Private Placement is expected to close in late February 2020.
EHT will ask the TSXV to continue to halt its stock until the Share Consolidation, Debt Conversion, Private Placement and WRT Acquisition are completed. EHT will provide transactional updates as they are warranted.
John Gamble, EHT's CEO, commented: "This is a very special day for EHT and its shareholders. With completion of these transactions, we will have achieved the necessary capital to build out the projects we have contracted to complete and thereby drive our revenues up."
Jerry Foster, President of WRT added, "WRT is very excited to be joining forces with EHT at this crucial time in clean energy markets. Both WRT and EHT bring unique and disruptive wind and solar technology applications to the traditional clean energy markets and we are now very well positioned to execute on existing and new opportunities."
About EnerDynamic Hybrid Technologies
EHT delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. EHT's expertise includes the development of its ENERTEC module structures with full integration of smart energy solutions. Using a proprietary skin and foam core that is stronger than traditional wood or steel structural insulated panels, EHT provides exceptional thermal energy efficiency in modular homes, cold storage facilities, residential/commercial out buildings and emergency/temporary shelters. EHT works with its partners worldwide to erect the buildings on-site utilizing EHT staff and local crews. In addition to traditional support to established electrical networks, ENERTEC buildings excel where no electrical grid exists.
The EHT advanced ENERTEC Modular Wall and Roof System uses a proprietary skin and foam core that is stronger and more energy efficient than traditional wood or steel structures providing the highest ratings for energy efficiency. EHT works with its partners worldwide to erect the buildings on-site utilizing EHT staff and local crews. After installation, each structure can be furnished and finished to meet the customer's requirements including siding, tile, kitchens and bathrooms or segregated commercial rooms. The finished wall product can be shipped on pallets and delivered via rail, truck or water in standard formats.
At the core of the ENERTEC product line is the ENERTEC Embedded Solar Roof Module. Solar cells can be embedded in a proprietary fire proof skin resulting in substantial cost savings by eliminating heavy glass panels and aluminum racking required for traditional solar panels. Two barriers to greater adoption of solar energy are weight limitations of the roof on which solar panels could be deployed and onerous shipping and labour costs. A lighter product at a better price point will open a larger market for solar due to the faster return of capital investment especially for rural and remote users looking to go off-grid. Furthermore, the entire EHT embedded solar roof becomes a massive solar panel capable of producing significantly more energy than the home requires, allowing the structure to then become an important source of power for the local micro grid or large battery storage systems.
About Windular Research and Technologies
WRT is a renewable energy technology company whose origins were founded in telecom tower engineering, design and implementation. WRT provides reliable, cost-efficient renewable power to the telecom tower industry, significantly reducing or eliminating its reliance on costly, dirty diesel fuel. WRT has state-of-the-art wind and solar tracking systems designed for the global telecom tower industry.
WRT's wind and solar technology applications are installed on telecom and other tower assets, thereby eliminating the need for additional infrastructure, permitting and land leases. WRT's unique rail-and-carriage system and proprietary power electronics allow its systems to circumnavigate the tower seeking out the most efficient solar and wind resources available. With smart-tracking technology, WRT's systems achieve power production that's unmatched by traditional ground/fixed-mounted applications and, more importantly, the systems are protected when weather conditions become too extreme. WRT's innovation technologies enable telecom companies to harness wind and solar energy using their own tower assets.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The statements herein that are not historical facts are forward‐looking statements. Forward-looking information relating to sales of the products (the "Opportunities") involves risk, uncertainties and other factors that could cause actual events, results, performance, prospects, for the Opportunities to differ materially from those expressed or implied by such forward-looking information. Although EHT believes that the assumptions used in preparing the forward-looking information on the Opportunities outlined in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. EHT disclaims any intention or obligation to update or revise any forward-looking information, whether a result of new information, future events or otherwise, other than as required by applicable securities laws.
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SOURCE: EnerDynamic Hybrid Technologies Corp.