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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
VANCOUVER, BRITISH COLUMBIA – TheNewswire - March 15, 2024 – Loop Energy Inc. (the “Company” or “Loop”) (TSX: LPEN) and H2 Portable Power Corp. (“H2P”) are pleased to announce that H2P has engaged ATB Securities Inc. (the “Lead Agent”) to act as lead agent and sole bookrunner in connection with a brokered best efforts private placement offering of up to 8,575,000 subscription receipts of H2P (each, a “Subscription Receipt”) at a price of C$1.75 per Subscription Receipt (the “Issue Price”), for gross proceeds of up to approximately C$15,000,000 (the “Offering”).
The Offering is being completed in connection with the proposed three-cornered amalgamation involving Loop and H2P (the “Proposed Transaction”) pursuant to an amalgamation agreement dated February 9, 2024 (the “Amalgamation Agreement”) as previously announced in the press release of Loop and H2P dated February 12, 2024. The Proposed Transaction will constitute a backdoor listing of H2P under the policies of the Toronto Stock Exchange (the “TSX”).
Terms of the Offering
Each Subscription Receipt will, upon satisfaction of the Escrow Release Conditions (as defined below) prior to the Termination Date (as defined below), entitle the holder thereof, without payment or any additional consideration or further action on the part of the holder, to receive one unit of H2P (each, a “Unit”) consisting of one (1) common shares in the capital of H2P (the “H2P Shares”) and one-half (1/2) of one H2P Share purchase warrant (each whole warrant, an “H2P Warrant”). Each H2P Warrant will entitle the holder thereof to acquire one (1) H2P Share for a period of 24 months from the date of issuance of such H2P Warrant at a price of C$2.00.
Pursuant to the Proposed Transaction, among other things: (a) each H2P Share will be exchanged for common shares (each, a “Combined Entity Share”) in the capital of Loop following the closing of the Proposed Transaction (the “Combined Entity”) based upon the Resulting Issuer Ratio (as defined in the Amalgamation Agreement), as may be adjusted by the Ratio Adjustment (as defined in the Amalgamation Agreement); and (b) the H2P Warrants will be exchanged for warrants of the Combined Entity (“Combined Entity Warrants”), with the number of Combined Entity Warrants and the exercise price thereof being adjusted based upon the Resulting Issuer Ratio, as may be adjusted by the Ratio Adjustment. “Escrow Release Conditions” means (a) all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Proposed Transaction (other than the release of the Escrowed Proceeds and the Earned Interest pursuant to the terms of the subscription receipt agreement governing the Subscription Receipts) have been satisfied or waived in accordance with the terms of the Amalgamation Agreement, and (ii) there have been no material amendments or material waivers of the terms and conditions of the Amalgamation Agreement which have not been approved by the Lead Agent.
The gross proceeds from the sale of the Subscription Receipts, less 50% of the agency fee (the “Escrowed Proceeds”), will be delivered to and held by a subscription receipt agent and invested in approved investments (interest earned on such investments, “Earned Interest”) until the earlier of the satisfaction of the Escrow Release Conditions and the Termination Date. If the Escrow Release Conditions are satisfied prior to the Termination Date, the Escrowed Proceeds, together with any Earned Interest and less the remaining 50% of the agency fee, will be released from escrow to H2P.
If: (a) the Escrow Release Conditions are not satisfied on or before April 30, 2024; (b) H2P advises the agents that it or Loop will not be proceeding with the Proposed Transaction; or (c) H2P or Loop publicly announces that it does not intend to proceed with the Proposed Transaction (each of (a), (b) and (c) being a “Termination Event” and the date of such Termination Event, the “Termination Date”), the Escrowed Proceeds, together with the Earned Interest, will be released pro rata to the holders of Subscription Receipts.
Upon completion of the Proposed Transaction, the net proceeds of the Offering will be used to fund ongoing operations, product and technology development for the Combined Entity and for working capital and general corporate purposes. Closing of the Offering is expected to occur on or about April 3, 2024, or such other date as the Lead Agent and H2P may agree.
The Subscription Receipts will be offered in all of the provinces of Canada to accredited investors and in the United States to accredited investors and/or to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A, respectively, under the United States Securities Act of 1933, as amended, and outside of Canada and the United States on a private placement or equivalent basis.
Advisor and Counsel
Moneta Securities is acting as financial advisor to H2P on the Proposed Transaction and Gowling WLG (Canada) LLP is acting as legal counsel to H2P in connection with the Offering.
About H2 Portable Power Corp.
H2P Portable Power Corp. is a BC-based industrial equipment developer of hydrogen-enabled industrial equipment designed for customers advancing de-carbonization strategies and for whom grid tied or battery only electrification does not meet their operating needs. H2P is developing modular and expandable advanced power systems integrating the technology advantages of the Loop fuel cell. Focused on high demand applications, H2P is working with recognized leaders in port operations, rail, film, and construction to transform and convert legacy diesel equipment assets and power generators to clean, zero emissions hydrogen technology. Supported by a strategic relationship with product developer and scale manufacturer TYCROP Manufacturing Ltd. (Chilliwack, BC), H2P is launching multiple high profile pilot projects in and around the Lower Mainland of British Columbia beginning mid-2024.
“Hydrogen is the way, and customers are asking for solutions to replace their diesel-powered equipment. We are partnering with industry leaders and government to deliver on the promise of the zero-emissions hydrogen economy,” said Scott Mason, CEO of H2 Portable Power Corp.
About Loop Energy Inc.
Loop Energy™ is a leading designer and manufacturer of hydrogen fuel stacks targeted for the electrification of commercial vehicles such as buses and trucks, as well as stationary power applications. Loop Energy’s products feature the company’s proprietary eFlow™ technology in the fuel cell stack’s bipolar plates. eFlow™ technology enables customers to achieve superior performance and higher fuel efficiency when using Loop Energy’s fuel cell stacks, which lowers operating cost for end users while enabling OEMs to achieve lower capital cost and faster time to market. Loop Energy works closely with its partners to enable the production of hydrogen electric solutions. For more information about how Loop Energy is driving towards a zero- emissions future, visit www.loopenergy.com.
For further information from Loop, please contact:
Paul Cataford – CEO | paul.cataford@loopenergy.com
For further information from H2P, please contact:
Scott Mason – Interim CEO | scott.mason@h2portable.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Note Regarding Forward-Looking Statements
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of a consolidation of the common shares of Loop and the Offering, execution of a definitive agreement in respect of the Proposed Transaction, TSX acceptance and, if applicable, pursuant to policies of the TSX, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Loop should be considered highly speculative.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws including statements regarding the terms and conditions of the Proposed Transaction and the Offering, as well as information relating to H2P. The information about H2P contained in the press release has not been independently verified by Loop. Although Loop believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Loop can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the Proposed Transaction and the Offering will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. Loop undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Loop, H2P, their securities, or their respective financial or operating results (as applicable).
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