NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Feb. 18, 2021 (GLOBE NEWSWIRE) -- SOLAR ALLIANCE ENERGY INC. (TSXV: SOLR) (the “Company” or “Solar Alliance”) is pleased to announce it has closed the marketed private placement of 13,696,500 units of the Company (“Units”) at $0.42 per Unit for gross proceeds of $5,752,530 previously announced on January 29, 2021 and February 5, 2021 (the “Offering”).
The Offering was led by Echelon Wealth Partners Inc. (“Echelon”) and a syndicate of agents appointed by Echelon (the “Agents”). Pursuant to the agency agreement entered into by the Company and the Agents in connection with the Offering, the Company has granted the Agents an option to purchase up to an additional 15% of the Offering in Units (“Agents’ Option”). The Agents have exercised the Agents’ Option in full and the number of Units sold under the Offering as reported above includes the Units sold pursuant to the Agents’ Option.
Each Unit consists of one common share in the capital of the Company (each a “Common Share”) and one Common Share purchase warrant of the Company (each a “Warrant”). Each Warrant is exercisable to acquire one Common Share (a “Warrant Share”) at a price of $0.60 per Warrant Share for a period of 24 months from the closing date of the Offering.
In connection with the Offering, the Agents have received a cash commission of 7.0% of the gross proceeds of the Offering and that number of non-transferable compensation options (the “Compensation Options”) as is equal to 7.0% of the aggregate number of Units sold under the Offering. Each Compensation Option is exercisable into one Common Share of the Company at $0.60 per Common Share for a period of 24 months from the closing date of the Offering.
“This financing provides Solar Alliance with the capital to take advantage of the massive opportunity in the solar industry,” said CEO Michael Clark. “We have built an organization that has experienced strong year over year growth and the prospects moving forward are incredibly exciting. Our pipeline and backlog of projects continue to grow and this capital will allow us to accelerate future strategic initiatives. Combine that stable, growing foundation with the changing political environment in the United States and we are clearly at an inflection point in our history and the growth potential is extraordinary.”
The net proceeds from the sale of the Units will be used to fund expansion of the Company's solar business and for working capital purposes.
Resale of the securities of the Company issued under the Offering will be restricted, including a customary hold period pursuant to Canadian securities laws of four months and one day following the closing date of the Offering.
The Company’s CEO Michael Clark participated in the Offering through the acquisition of 184,000 Units for the aggregate price of $77,280. This participation by Mr. Clark constituted a related party transaction pursuant to the policies of the TSX Venture Exchange (the “TSXV”) and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). In connection with Mr. Clark’s participation in the Offering, the Company relied on the exemptions from the valuation and minority approval requirements set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Mr. Clark’s participation did not exceed 25% of the Company’s market capitalization. A material change report with respect to the closing of the Offering will be filed less than 21 days prior to the closing date of the Offering as participation by Mr. Clark was not settled until shortly prior to closing and the Company wished to complete the Offering as expeditiously as possible. Closing of the Offering has been conditionally approved by the TSXV, with final acceptance subject to the fulfillment of the customary requirements of the TSXV.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
Myke Clark, CEO
For more information: |
Investor Relations Myke Clark, CEO 416-848-7744 mclark@solaralliance.com |
About Solar Alliance Energy Inc. (www.solaralliance.com)
Solar Alliance is an energy solutions provider focused on residential, commercial and industrial solar installations. The Company operates in Tennessee, Kentucky, Illinois and North/South Carolina and has an expanding pipeline of solar projects. Since it was founded in 2003, the Company has developed wind and solar projects with a combined capital cost exceeding $1 billion that provide enough electricity to power 150,000 homes. Our passion is improving life through ingenuity, simplicity and freedom of choice. Solar Alliance reduces or eliminates customers' vulnerability to rising energy costs, offers an environmentally-friendly source of electricity generation, and provides affordable, turnkey clean energy solutions.
Statements in this news release, other than purely historical information, including statements relating to the Company's future plans and objectives or expected results, constitute Forward-looking statements. The words “would”, “will”, “expected” and “estimated” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different than those expressed or implied by such forward-looking information. Such factors include but are not limited to: ability to complete the Offering on the terms announced or at all, ability to allocate use of proceeds from the Offering as contemplated, uncertainties related to the ability to raise sufficient capital, changes in economic conditions or financial markets, litigation, legislative or other judicial, regulatory and political competitive developments and technological or operational difficulties. Consequently, actual results may vary materially from those described in the forward-looking statements.
“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."