VANCOUVER, British Columbia, April 22, 2022 (GLOBE NEWSWIRE) — Alkaline Fuel Cell Power Corp. (NEO: PWWR) (Frankfurt: 77R, WKN: A3CTYF) (“AFCP” or “Company”)is pleased to announce that it has completed its acquisition, a company engaged in the development and manufacture of alkaline fuel cell heat and power systems for the residential, industrial and commercial markets worldwide (“Win“) combined heat and power (CHP) generation business (“CHP Business“) AI Renewable 2018-I Limited Partnership, AI Renewable 2020-I Limited Partnership, and 2191 Yonge Ltd. (collectively, “artificial intelligence”), pursuant to the final agreements previously announced on March 4, 2022.
AI uses clean and renewable single fuel source energy technology that generates both electricity and heat. Stable and efficient power generation results in cost savings for the customer and reduction in greenhouse gas emissions.
Upon completion of the Acquisition, the CHP Business will provide the Company with immediate recurring, long-term gross operating income from a current active account. CHP Enterprise also has a number of projects that, once secured, will provide additional sources of gross operating income. Securing the pipeline of projects is subject to mutual agreement with potential accounts.
AI’s highly efficient CHP system provides reliable, sustainable and efficient onsite energy 24/7. It can be adapted not only to residential, but also to commercial and industrial customers. Additionally, the Company has identified technology that will allow AI to replace existing CHP systems to use hydrogen and AFCP fuel cells, allowing AFCP to grow exponentially while generating revenue.
AI’s pipeline consists of more than 30 potential CHP projects in various stages of development, including proposals, letters of intent, and a power purchase contract ready to begin the engineering, procurement and construction (EPC) phase. The estimated capital investment to put the pipeline of potential CHP systems into commercial operation over the next 24-36 months is estimated at $50,000,000. With all potential CHP systems in commercial operation, potential gross income is estimated to be approximately $16.61 million, potential EBITDA of approximately $7.68 million, and potential net income of approximately $16.61 million, according to the currently commercially operational CHP system. generated approximately $1.64 million in revenue. These estimates are forward-looking and are subject to the assumptions provided in the following forward-looking disclaimer.
Under the terms of the definitive contracts, the Company has paid a purchase price (“Purchase price“) from 22,575,758 common shares of Alkaline Fuel Cell Power Corp. (“”Evaluation Shares“) and $3,000,000 in cash. In connection with the conclusion of the final contracts, the Company has provided vendors with a credit advance of $2,000,000 applied against cash at closing. The remaining $1,000,000 in cash payment will be due no later than January 2, 2023. .
Early Warning Statement
Valuation Shares to AI Renewable GP 2020 Ltd. (“AI GP 2020“), due to its ownership of 11.9% of the issued and outstanding shares in the Company’s capital after the Acquisition, caused AI GP 2020 to become an insider of the Company. After the acquisition became effective, AI GP 2020 became the Company’s issued and outstanding ordinary shares. owns and controls a total of 22,757,758 Valuation Shares representing 11.9% and up to 19.1% of Milestone #1 Common Shares and Milestone #2 Common Shares (as defined below) on a fully diluted basis and assuming calculated, AI GP 2020 purchased Evaluation Shares for investment purposes. Increase or decrease the Company and its shareholdings from time to time as it deems appropriate. A copy of the early warning report prepared by AI GP 2020 with the Company 604-687-2038.
Valuation Shares are subject to a statutory holding period of four (4) months and one (1) day from the closing date of the Purchase.
In addition to the Purchase Price payable at closing, the Company will pay additional consideration to vendors upon achievement of certain milestones described below:
Within the following 18 (eighteen) months, if the CHP Enterprise receives two million five hundred thousand (US$ 2,500,000) or more “Green Loans” and/or government grants for the CHP Enterprise and/or its customers to install CHP units in buildings. closing (“milestone #1“), additional ordinary shares in Company capital (“”Common Shares“) Equal to the greater of 1,000,000 Common Shares or the number of one million ($1,000,000) Common Stock (each “Milestone #1 Shared Share“), the default value for each Milestone #1 Common Share is the five (5) day volume-weighted average price (“VWAP“) of ordinary shares of the Company calculated from the date the Milestone #1 payment was earned.
If the CHP Enterprise signs a contract to install CHP units in buildings containing less than 2,000 additional residences on at least seven (7) buildings (excluding 2181 Yonge and 2191 Yonge) within a twenty-four (24) month period after closure (“”2nd milestone“), vendors, two million ($2,000,000) or 2,000,000 Common Shares (each “Milestone #2 Common Share”). The default value of each Mile 2 Common Share will be based on the five (5) day VWAP of the Common Shares calculated from the date the Milestone 2 payment was earned.
If issued, 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 issue, in addition to 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 similar to small power plants that provide electricity and equivalent amount of heat for various purposes. Based on hydrogen-powered alkaline fuel cell technology, our technology offers an energy source that produces zero CO2 emissions with pure water as the only by-product, making it ideal for residential and small to medium energy markets. We believe Fuel Cell Power is well positioned to make a positive contribution to global demand for clean energy, particularly in Europe where demand outstrips supply and current technology is insufficient to meet market needs. More information is available on our website at https://www.fuelcellpower.com/ We encourage investors and other relevant stakeholders to follow us. LinkedIn, excitement, Facebook, Instagram and YouTube. Our ordinary shares are listed under the symbol “ to be traded on the NEO Exchange (“NEO”).PWWR” and on the Frankfurt Stock Exchange under the symbol 77R and WKN A3CTYF.
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This newsletter contains forward-looking statements and forward-looking information under 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 some cases, forward-looking statements may be defined by the use of words such as “plans”, “expects” or “does not expect”, “expects”, “anticipates”, “anticipates”, “intends”, “expects”. anticipates, “believes”, or “believes” variations of such words and phrases or phrases that certain actions, events, or results “could”, “could”, “could”, “happen,” “happen,” or “achieve”. forward-looking statements may include, but are not limited to, statements regarding the Company’s technology, intellectual property, business plan, objectives and strategy. Some of Alkali Fuel Pili Power A.Ş.’s assumptions include, but are not limited to, the assumptions provided in this news release are that the results of the current gross operating income generating CHP unit will be replicated for potential projects in the pipeline. The assumption is that the AI business is successfully integrated into the Company’s business in a timely manner. descriptions; management’s ability to secure potential projects in the pipeline; the ability of management to successfully develop projects in the pipeline to generate operating income; management’s ability to transform combined heat and power technology into a clean, zero-emissions hydrogen-powered energy solution; global addressable market for zero-emission hydrogen-powered power generation units; events and timelines for implementing management’s business strategy; renewable energy sector and future plans of the Company. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Because forward-looking statements and information address future events and conditions, they inherently involve risks and uncertainties. Actual results may differ materially from those currently expected due to a range of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this newsletter. Readers are warned that the above list of factors is not exhaustive. The forward-looking statements and information contained in this newsletter are made as of this date and no commitment is made to publicly update or revise any forward-looking statements or information, whether new information, future events, or otherwise, unless required by applicable securities laws. . Any forward-looking statements or information contained in this newsletter are expressly described by this warning statement.
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