Alkaline Fuel Cell Power Corp. (NEO: PWWR) (Frankfurt:
77R, WKN: A3CTYF) ("AFCP" or the
"Company"), a company engaged in the development
and production of alkaline fuel cell heat and power systems for
residential, industrial and commercial markets worldwide, is
pleased to announce that it has completed the acquisition (the
"
Acquisition") of the combined heat and power
(CHP) generation business (the "
CHP Business") of
AI Renewable 2018-I Limited Partnership, AI Renewable 2020-I
Limited Partnership and 2191 Yonge Ltd. (collectively,
“
AI”), pursuant to the definitive agreements,
previously announced on March 4, 2022.
AI uses a clean and renewable single fuel source energy
technology that generates both electricity and heat. The stable and
efficient energy production results in cost savings to the customer
and a reduction in greenhouse gas emissions.
Upon closing of the Acquisition, the CHP Business will provide
the Company with immediate recurring, long term gross operating
income from a current active account. The CHP Business also has a
pipeline of projects, that once secured, will provide additional
sources of gross operating income. Securing the pipeline of
projects remain subject to mutual agreement with the potential
accounts.
AI’s high efficiency CHP system provides reliable, sustainable
and efficient, on-site energy 24/7. It can be adapted to not only
residential but commercial and industrial customers. Furthermore,
the Company has identified technology that will allow them to
transition AI’s current CHP systems to utilize hydrogen and the
AFCP fuel cells allowing for AFCP to grow exponentially while
generating revenue.
AI's pipeline consists of over 30 potential CHP projects at
various stages of development ranging from proposals, letters of
intent and one power purchase agreement ready to begin the
engineering, procurement and construction (EPC) phase. The
estimated capital investment to bring the pipeline of potential CHP
systems into commercial operation within the next 24-36 months is
estimated at $50,000,000. It is estimated that, based on the CHP
system currently in commercial operation, when all of the potential
CHP systems are in commercial operation, potential gross revenue
could be up to approximately $16.61 million, potential EBITDA could
be up to approximately $7.68 million and potential net income up to
approximately $1.64 million. These estimates are forward-looking
and are subject to the assumptions provided in forward-looking
disclaimer below.
Pursuant to the terms of the definitive agreements, the Company
paid a purchase price (the "Purchase Price")
consisting of 22,575,758 common shares of Alkaline Fuel Cell Power
Corp. (the "Consideration Shares") and $3,000,000
in cash consideration. In connection with the execution of the
definitive agreements, the Company advanced a $2,000,000 loan to
the vendors, which was applied against the cash consideration on
closing. The remaining $1,000,000 cash payment shall be paid no
later than January 2, 2023.
Early Warning Disclosure
The Consideration Shares were issued to AI Renewable GP 2020
Ltd. ("AI GP 2020"), resulting in AI GP 2020
becoming an insider of the Company by virtue of owning 11.9% of the
issued and outstanding shares in the capital of the Company
post-Acquisition. Prior to closing of the Acquisition, AI GP 2020
held no common shares or convertible securities of the Company.
After giving effect to the Acquisition, AI GP 2020 owns and
controls a total of 22,757,758 Consideration Shares, which
represents 11.9% of the Company's issued and outstanding common
shares on a non-diluted basis and up to 19.1% assuming that the
Milestone #1 Common Shares and Milestone #2 Common Shares (as
defined below) are issued and calculated on a fully diluted basis.
AI GP 2020 acquired the Consideration Shares for investment
purposes. AI GP 2020 intends to evaluate its investment in the
Company and to increase or decrease its shareholdings from time to
time as it may determine appropriate. A copy of the early warning
report being filed by AI GP 2020 may be obtained by contacting the
Company at 604-687-2038.
The Consideration Shares are subject to a statutory hold period
of four (4) months and one (1) day from the date of closing the
Acquisition.
In addition to the Purchase Price payable on closing, the
Company shall pay to the vendors additional consideration upon the
achievement of certain milestones described below:
Milestone #1
If the CHP Business obtains “Green Loans” and/or government
grants for the CHP Business and/or their customers of two million
five hundred thousand ($2,500,000) dollars or more for the
installation of CHP units in buildings within 18 (eighteen) months
following the closing ("Milestone #1"), the
vendors will be compensated with additional common shares in the
capital of the Company (the "Common Shares") equal
to the greater value of 1,000,000 Common Shares or the number of
Common Shares worth one million ($1,000,000) dollars (each a
"Milestone #1 Common Share"), the deemed value of
each Milestone #1 Common Share being the five (5) day volume
weighted average price (the "VWAP") of the common
shares of the Company calculated from the date that the Milestone
#1 payment has been earned.
Milestone #2
If the CHP Business signs contracts to install CHP units in
buildings containing not less than 2,000 additional residential
units over a minimum of seven (7) buildings (excluding 2181 Yonge
and 2191 Yonge) within twenty-four (24) month period following the
closing (the "Milestone #2"), the vendors will be
rewarded with additional Common Shares equal to the greater value
of Common Shares worth two million ($2,000,000) dollars or
2,000,000 Common Shares (each a “Milestone #2 Common
Share”). The deemed value of each Milestone #2 Common
Share shall be based on the five (5) days VWAP of the Common Shares
calculated from the date that the Milestone #2 payment has been
earned.
If issuable, the Milestone #1 Common Shares and Milestone #2
Common Shares will be subject to a 4-month plus one (1) day hold
from the date of issuance, in addition to any applicable NEO
Exchange policies and applicable securities laws.
ABOUT ALKALINE FUEL CELL POWER CORP. The
Company is focused on the development, production and
commercialization of micro-combined heat and power (“micro-CHP”)
systems based on alkaline fuel cell technology. A fuel cell is a
clean electrical power conversion/generation system, akin to small
power stations that provide electricity and an equivalent amount of
heat for various purposes. Based on hydrogen powered alkaline fuel
cell technology, our technology offers an energy source that
generates zero CO2 emissions with pure water as the only
by-product, making it ideally suited for residential and small- to
medium-sized power markets. We believe Fuel Cell Power is well
positioned to become a positive contributor to the global demand
for clean energy, particularly in Europe where demand outpaces
supply, and current technology remains inadequate to meet market
needs. Further information is available on our website
at https://www.fuelcellpower.com/ and we encourage
investors and other interested stakeholders to follow us
on LinkedIn, Twitter, Facebook, Instagram and YouTube.
Our common shares are listed for trading on the NEO Exchange
(“NEO”) under the symbol “PWWR” and on the Frankfurt Exchange under
symbol 77R and WKN A3CTYF.
For further information, please contact:
Matthew FishInterim Chief
Executive Officer+1 (604) 687-2038info@fuelcellpower.com |
Forward-Looking Information This news release
contains forward-looking statements and forward-looking information
within the meaning of applicable securities laws. These statements
relate to future events or future performance. All statements other
than statements of historical fact may be forward-looking
statements or information. In certain cases, forward-looking
statements can be identified by the use of words such as “plans”,
“expects” or “does not expect”, “is expected”, “estimates”,
“forecasts”, “intends”, “anticipates”, “believes” or variations of
such words and phrases or statements that certain actions, events
or results “may”, “could”, “would”, “might”, “occur” or “achieve”.
Forward-looking statements may include, but are not limited to,
statements with respect to the Company’s technology, intellectual
property, business plan, objectives and strategy. Forward-looking
statements and information are provided for the purpose of
providing information about the current expectations and plans of
management of the Company relating to the future, which are subject
to a number of assumptions, risks and uncertainties, many of which
are beyond the control of the Alkaline Fuel Cell Power Corp. Some
assumptions include, without limitation, the assumptions provided
in this news release, the assumption that the results of the
current gross operating income generating CHP unit will be
duplicated for the potential projects in the pipeline; statements
regarding the successful integration of the AI business into the
Company's business in a timely manner; management's ability to
secure potential projects in the pipeline; management's ability to
successfully develop the projects in the pipeline to generate
operating income; management's ability to transition the combined
heat and power technology to a clean zero-emission hydrogen powered
energy solution; the global addressable market for zero-emission
hydrogen powered energy production units; the effectiveness and
timelines to deploy management's business strategy; the renewable
energies sector and the Company’s future plans. Readers are
cautioned that reliance on such statements and information may not
be appropriate for other purposes, such as making investment
decisions. Since forward-looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this news release. Readers are cautioned that the
foregoing list of factors is not exhaustive. The forward-looking
statements and information contained in this news release are made
as of the date hereof and no undertaking is given to update
publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws. The
forward-looking statements or information contained in this news
release are expressly qualified by this cautionary statement.
NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
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