EnerDynamic Receives Final Approvals For The Windular Acquisition, Debt Settlement & Financing
NIAGARA FALLS, ON / ACCESSSWIRE / August 25, 2021 / EnerDynamic Hybrid Technologies Corp. (TSXV:EHT) ('EHT' or the "Company"), a global leader in renewable energy solar and wind technologies, is pleased to announce that it has now received final approval from the TSX Venture Exchange ("TSXV") to close the following transactions:
The Company is pleased to announce that it has successfully closed the previously announced acquisition of Windular Research and Technologies Inc. ("Windular") (the "Acquisition") and its state-of-the-art "Smart Tracking" turbine system designed for the telecom industry.
The Company has acquired all of the issued and outstanding shares of Windular in an all-share transaction valued at $15 million. Under the Acquisition, the Company has issued 21,428,572 common shares (the "Issued Shares") to the Windular shareholders at a deemed price of $0.70. Certain holders of the Issued Shares have agreed to enter into lock-up agreements whereby 25% of their Issued Shares will be free-trading on the closing of the Acquisition, 25% of their Issued Shares will be held for a period of four months and one day after the closing of the Acquisition, and the balance of their Issued Shares will become free-trading eight months after the closing of the Acquisition.
The combination of the Company and Windular will offer a comprehensive suite of clean energy technology solutions to the world's "Tower" market.
The Shares for Debt Transaction
The Company has entered into agreements with certain debtors and creditors, including certain debentureholders to settle an aggregate of $14,228,109.94 in debt through the issuance of 20,325,871 common shares of the Company (the "Settlement Shares"), at a deemed price of CAD $0.70 per Settlement Share in accordance with the policies of the TSXV (the "Debt Settlement"). Accordingly, the Company has completed the Debt Settlement and the Settlement Shares are subject to the statutory hold period of four months and one day after issuance. EHT will continue to work with the few remaining debentureholders to settle their amounts owing over the next few months.
The Company has closed it's previously announced non-brokered private placement offering (the "Offering"). Under the Offering, the Company has issued 5,094,857 units (each, a "Unit") at a price of CAD $0.70 per Unit for the total gross proceeds of $3,566,399.90. Each Unit consists of one common share of the Company (a "Share") and one transferable common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one addition Share at the per share price of CAD $1.00 until August 25, 2023. The amount currently raised is more than sufficient to commence EHT's projects that are shovel ready, with less dilution to shareholders and will be used to fund the ongoing projects of EHT and Windular as well as for general working capital purposes.
In connection with the Offering, the Company has paid finders' fees consisting of 7% cash and 7% finders' non-transferable share purchase warrants entitling the holders thereof to purchase Shares of the Company at a per Share price of $1.00 up to 24 months after closing. The Company has issued 3,150 finder's warrants and paid $2,205 in cash finder's fees to Leede Jones Gable Inc. and issued 86,100 finder's warrants and paid $60,270 in cash finder's fees to Canaccord Genuity Corp.
One insider of the Company participated in the Offering subscribing for 142,857 Units. The subscription of Units to insiders under the Offering is considered to be a "Related Party Transaction" under Multilateral Instrument 60-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), however the Company intends to rely upon available exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by insiders will not exceed 25% of the fair market value of the Company's market capitalization. The action disclosed herein has been approved by the board of directors of the Company.
EHT is also pleased to have been able to significantly clean-up its balance sheet as part of this set of transactions and as is now in the process of a further clean-up of the balance sheet. EHT will over the next few months voluntary put its EnerDynamic Hybrid Technologies Inc. subsidiary of EnerDynamic Hybrid Technologies Corp. into bankruptcy. The division has not done any business over the last few years and will further reduce the consolidated liabilities of the company by over $12,000,000.
John Gamble, CEO of EHT commented: "This is an historic day for the company. It has been a long process, but we have now the nucleus of the best new renewable energy technologies and we are in position to move forward on many fronts."
About EnerDynamic Hybrid Technologies
EHT (TSXV:EHT) delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. Most energy products and solutions can be implemented immediately wherever they are needed. EHT stands above its competitors by combining a full suite of solar PV, wind and battery storage solutions, which can deliver energy 24 hours per day in both small-scale and large-scale format. In addition to traditional support to established electrical networks, EHT excels where no electrical grid exists. The organization supplies advanced solutions for various industries in combination with energy saving and energy generation solutions. EHT's expertise includes the development of module structures with full integration of smart energy solutions. These are processed through EHT's production technologies into attractive applications: modular homes, cold storage facilities, schools, residential and commercial outbuildings and emergency/temporary shelters. The Windular Research and Technologies Inc. (WRT) division provides leading edge wind technology to the global telecommunication market whereby the WRT system can be implemented directly on any configuration of existing or new towers. WRT provides a renewable source of power in remote and rural locations where the primary source of power is diesel. WRT's innovative system provides clients with a lower overall operating cost as well as a reduction in their carbon footprint.
For further information please contact:
Chief Executive Officer
EnerDynamic Hybrid Technologies Corp.
Email: [email protected]
Neither the 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.
SOURCE: EnerDynamic Hybrid Technologies Corp.
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