Solar Alliance announced $1,000,000 non-brokered private placement and shares for debt exchange
May 14 2024 - 6:44PM
Solar Alliance Energy Inc. (‘Solar Alliance’ or the
‘Company’) (TSX-V: SOLR), a leading solar energy solutions
provider focused on the commercial and industrial solar sector, is
pleased to announced its intention to complete a non-brokered
private placement of up to 20,000,000 units of the Company (the
“Units”) at a price of C$0.05 per Unit for gross proceeds of up to
C$1,000,000 (the “Offering”). Each Unit will be comprised of one
(1) common share of the Company (a “Common Share”) and one (1)
Common Share purchase warrant (a “Warrant”). Each Warrant will
entitle the holder thereof to acquire one (1) Common Share (a
“Warrant Share”) at an exercise price of C$0.07 per Warrant Share
at any time for a period of thirty-six (36) months following the
closing of the Offering. Closing of the Offering is expected to be
on or about June 20, 2024 or such other date or dates that that the
Company may determine.
The Units will be offered by way of the “listed
issuer” financing exemption (the “Listed Issuer
Exemption”) under National Instrument 45-106 – Prospectus
Exemptions (“NI 45-106”) in all the provinces of
Canada with the exception of Quebec, and such other jurisdictions
as the Company may determine (the “Selling
Jurisdictions”). Since the Offering is being completed
pursuant to the Listed Issuer Exemption, the securities issued
under the Offering will not be subject to a hold period under
applicable Canadian securities laws.
The Company intends to use the net proceeds from
the Offering for general corporate and working capital purposes.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange (the
“TSXV”) and applicable securities regulatory authorities.
In addition, the Company has agreed to settle
CAD$115,000 of debt owed to an Insider of the Company, in
consideration for the issuance of 2,300,000 Common Shares at a
deemed price of CAD$0.05 per Common Share (the “Debt
Settlement”). The debt is payable in respect of loans owed
to the Insider by the Company. The closing of the Debt Settlement
is subject to the approval from TSXV. The Corporation expects that
the proposed Debt Settlement will assist the Company in preserving
its cash for working capital and the board of directors of the
Corporation believes the Debt Settlement is in the best interests
of the Corporation. The securities to be issued pursuant to the
Debt Settlement will be subject to a four month and one day
statutory hold period from the date of issuance.
Certain directors, officers and Insiders of the
Company are expected to acquire Units under the Offering and to
participate in the Debt Settlement. Such participation will be
considered to be a “related party transaction” as defined under the
policies of the TSXV and Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company anticipates relying on exemptions from
the minority shareholder approval and formal valuation requirements
applicable to the related-party transactions under sections 5.5(a)
and 5.7(1)(a), respectively, of MI 61-101, as neither the fair
market value of the Units to be acquired or the participation in
the Debt Settlement by the participating directors, officers and
Insiders nor the consideration to be paid by such directors,
officers and Insiders is anticipated to exceed 25 percent of the
Company's market capitalization. Units issued to directors,
officers and Insiders of the Company will be subject to a hold
period of four months in accordance with the policies of the
TSXV.
There is an offering document related to the
Offering that can be accessed under the Company’s profile at
www.sedarplus.ca and on the Company’s website at
www.solaralliance.com. Prospective investors should read this
offering document before making an investment decision.
This press 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, or any state securities laws and may not be offered or
sold within the United States or to or for the account or benefit
of a U.S. person (as defined in Regulation S under the United
States Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
Myke Clark, CEO
For more information: |
Investor RelationsMyke Clark,
CEO416-848-7744mclark@solaralliance.com |
About Solar Alliance Energy Inc.
(www.solaralliance.com)
Solar Alliance is an energy solutions provider
focused on the commercial, utility and community solar sectors. Our
experienced team of solar professionals reduces or eliminates
customers' vulnerability to rising energy costs, offers an
environmentally friendly source of electricity generation, and
provides affordable, turnkey clean energy solutions. Solar
Alliance’s strategy is to build, own and operate our own solar
assets while also generating stable revenue through the sale and
installation of solar projects to commercial and utility customers.
The Company currently owns two operating solar projects in New York
and actively pursuing opportunities to grow its ownership pipeline.
The technical and operational synergies from this combined business
model supports sustained growth across the solar project value
chain from design, engineering, installation, ownership and
operations/maintenance.
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:
statements, projections and estimates with respect to the Offering
and Debt Settlement, including the terms, timing and completion
thereof, the use of proceeds of the Offering, the resale
restrictions of the securities issued pursuant to the Offering, the
issuance of the Units pursuant to the Listed Issuer Exemption
uncertainties related to the ability to raise sufficient capital;
changes in economic conditions or financial markets; litigation,
legislative or other judicial, regulatory, legislative and
political competitive developments; technological or operational
difficulties; the ability to maintain revenue growth; the ability
to execute on the Company’s strategies; the ability to complete the
Company’s current and backlog of solar projects; the ability to
grow the Company’s market share; the high growth US solar industry;
the ability to convert the backlog of projects into revenue; the
expected timing of the construction and completion of the 565-kW
and 872 KW Tennessee solar project; the ability to predict and
counteract the effects of COVID-19 on the business of the Company,
including but not limited to the effects of COVID-19 on the
construction sector, capital market conditions, restriction on
labour and international travel and supply chains; potential
corporate growth opportunities and the ability to execute on the
key objectives in 2024. 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."
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