VANCOUVER, March 10, 2020 /CNW/ - Ballard Power Systems
(NASDAQ: BLDP; TSX: BLDP) ("Ballard" or the "Company") today
announced that it has entered into an at-the-market Equity
Distribution Agreement (the "Equity Distribution Agreement") with
BMO Capital Markets Corp. ("BMO") as lead agent and CIBC World
Markets Corp., Cormark Securities Inc., and TD Securities
(USA) LLC (together with BMO, the
"Selling Agents"), thereby establishing an at-the-market equity
program (the "ATM Program"). The Company intends to issue up to
US$75 million of common shares
("Common Shares") under the ATM Program. The Common Shares will be
issued from treasury to the public from time to time, at the
Company's discretion. Any Common Shares sold under the ATM Program
will be sold at the prevailing market price at the time of sale,
when sold through the Nasdaq stock exchange ("Nasdaq") or any other
existing trading market for the Common Shares in the United States. Sales under the ATM Program
will be commenced at the Company's discretion, and the net proceeds
of any sales of Common Shares under the ATM Program will be used
for general corporate purposes.
Under the Equity Distribution Agreement, sales of Common Shares
will be made through "at-the-market distributions" as defined in
National Instrument 44-102 – Shelf Distributions on the
Nasdaq or on any other existing trading market for the Common
Shares in the United States. No
Common Shares will be offered or sold in Canada under the ATM Program. Ballard is not
obligated to make any sales of Common Shares under the Equity
Distribution Agreement. The offering of Common Shares pursuant to
the Equity Distribution Agreement will terminate upon the earlier
of (a) the sale of all of the Common Shares subject to the Equity
Distribution Agreement or (b) the termination of the Equity
Distribution Agreement by BMO, on behalf of the Selling Agents, or
the Company, as permitted therein. Ballard will pay the Selling
Agents a commission rate of up to 2.0% of the aggregate gross
proceeds from each sale of Common Shares and has agreed to provide
the Selling Agents with customary indemnification and contribution
rights. Ballard will also reimburse the Selling Agents for certain
specified expenses in connection with entering into the Equity
Distribution Agreement.
The ATM Program is being made pursuant to a prospectus
supplement to the Company's base shelf prospectus dated
June 26, 2018, included in the
Company's existing U.S. registration statement on Form F-10. The
prospectus supplement relating to the ATM Program has been filed
with the securities commissions in each of the provinces of
Canada (other than Québec) and the
United States Securities and Exchange Commission. Copies of the
relevant documents are available on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. Alternatively, the Selling Agents will send
the documents upon request by contacting BMO: BMO Capital Markets
Corp., Attn: Equity Syndicate Department, 3 Times Square,
25th Floor, New York,
NY 10036, tel: (800) 414-3627, email:
bmoprospectus@bmo.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Ballard Power Systems
Ballard Power Systems'
(NASDAQ: BLDP; TSX: BLDP) vision is to deliver fuel cell power for
a sustainable planet. Ballard zero-emission PEM fuel cells are
enabling electrification of mobility, including buses, commercial
trucks, trains, marine vessels, passenger cars, forklift trucks and
UAVs. To learn more about Ballard, please visit
www.ballard.com.
This release contains forward-looking statements concerning the
offer and sale of Common Shares under the ATM Program, including
the timing and amounts thereof, and the use of any proceeds from
the ATM Program. These forward-looking statements reflect the
Company's current expectations as contemplated under section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any such
forward-looking statements are based on Ballard's assumptions
relating to its financial forecasts and expectations regarding its
product development efforts, manufacturing capacity, and market
demand.
These statements involve risks and uncertainties that may cause
Ballard's actual results to be materially different, including
general economic and regulatory changes, detrimental reliance on
third parties, successfully achieving its business plans and
achieving and sustaining profitability. For a detailed discussion
of these and other risk factors that could affect Ballard's future
performance, please refer to Ballard's most recent Annual
Information Form and Annual Report on Form 40-F. Readers should not
place undue reliance on Ballard's forward-looking statements and
Ballard assumes no obligation to update or release any revisions to
these forward looking statements, other than as required under
applicable legislation.
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SOURCE Ballard Power Systems Inc.