Eguana Technologies Inc. ("
Eguana" or the
"
Company") (TSXV: EGT) (OTCQB:EGTYF) is pleased to
announce that ITOCHU Corporation (“
ITOCHU”), a
strategic investor in the Company, and Eguana have agreed to
convert $1,164,493.14 of interest owing under the Company’s 7%
unsecured convertible debenture (“
Convertible
Debenture”) into 13,580,094 common shares of Eguana
(“
Common Shares”) in full satisfaction of the
interest payment due on September 1, 2023 (the
”
Payment”).
“Aligned with the Eguana vision, ITOCHU
continues to be a valuable strategic investor and partner. The
election of interest in the form of shares demonstrates their
confidence in our partnership and the growth opportunities, as the
power grid modernizes,” commented Eguana CEO Justin Holland. “The
virtual power plant (VPP) market is evolving quickly, where we
maintain a competitive technology advantage for utility companies.
To execute these VPP opportunities, along with near-term
opportunities in our three key markets, Eguana truly values the
continued support from ITOCHU.”
In connection with the interest conversion,
Eguana will issue 13,580,094 Common Shares at a deemed price of
$0.08575 per share on September 28, 2023. All of the Common Shares
will be subject to a four-month and one-day hold period in
accordance with applicable Canadian securities laws. The Conversion
remains subject to final approval by the TSX Venture Exchange (the
“TSXV”). Additional details regarding the
Convertible Debenture issued on August 31, 2022, can be found in
the Company’s news releases dated August 26 and August 31, 2022,
all of which are available on the Company’s profile on SEDAR+ at
www.sedarplus.ca.
As a result of ITOCHU’s status as an insider of
the Company, the foregoing interest conversion constitutes a
related-party transaction under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). This transaction is exempt from the
formal valuation and minority shareholder approval requirements of
MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value of the securities issued, nor the
consideration provided therefore exceed 25% of the Company’s market
capitalization.
Immediately prior to the Payment, ITOCHU owned
or exercised control or direction over 54,923,281 Common Shares,
representing 12.95% of the total issued and outstanding Common
Shares of Eguana. Immediately following the Payment, ITOCHU will
hold 68,503,375 Common Shares representing 15.65% of the total
issued and outstanding Common Shares of Eguana.
ITOCHU acquired the Common Shares for investment
purposes and to support the growth of Eguana’s business. ITOCHU
may, from time to time and at any time, acquire additional shares
and/or other equity, debt or other securities or instruments
(collectively, “Securities”) of the Company in the
open market or otherwise, and reserves the right to dispose of any
or all of its Securities in the open market or otherwise at any
time and from time to time, and to engage in similar transactions
with respect to the Securities, the whole depending on market
conditions, the business and prospects of the Company and other
relevant factors.
ITOCHU will file an early warning report with
the securities regulators with respect to the foregoing matters
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, a copy of
which will be available under Eguana’s profile on SEDAR+ at
www.sedarplus.ca.
About ITOCHU
Corporation
The history of ITOCHU Corporation dates back to
1858 when the Company's founder Chubei Itoh commenced linen trading
operations. Since then, ITOCHU has evolved and grown over 150
years. With approximately 110 bases in 63 countries, ITOCHU, one of
the leading sogo shosha, is engaging in domestic trading,
import/export, and overseas trading of various products such as
textiles, machinery, metals, minerals, energy, chemicals, food,
general products, realty, information and communications
technology, and finance, as well as business investment in Japan
and overseas.
About Eguana
Technologies Inc.
Based in Calgary, Alberta Canada, Eguana
Technologies Inc. (TSXV: EGT) (OTCQB: EGTYF) designs and
manufactures high-performance residential and commercial energy
storage systems. Eguana has two decades of experience delivering
grid-edge power electronics for fuel cell, photovoltaic, and
battery applications, and delivers proven, durable, high-quality
solutions from its high-capacity manufacturing facilities in
Europe, Australia, and North America.
With thousands of its proprietary energy storage
inverters deployed in the European and North American markets,
Eguana is one of the leading suppliers of power controls for solar
self-consumption, grid services, and demand charge applications at
the grid edge.
Company
Inquiries
Eguana Technologies Inc.Justin
HollandCEO+1.416.728.7635Justin.Holland@EguanaTech.com
To learn more, visit www.eguanatech.com or
follow us on Twitter @EguanaTech
Forward
Looking Information
The reader is advised that some of the
information herein may constitute forward-looking statements and
forward-looking information (together, "forward-looking
statements") within the meaning assigned by National Instrument
51-102 – Continuous Disclosure Obligations and other relevant
securities legislation. In particular, we include, among other
things: the Company’s ability to obtain necessary approvals from
the TSXV and the issuance of the Common Shares.
Forward-looking statements are not a guarantee
of future performance and involves a number of risks and
uncertainties. Many factors could cause the Company's actual
results, performance or achievements, or future events or
developments, to differ materially from those expressed or implied
by the forward-looking information. Such factors include, but are
not limited to, risks associated with: failure to obtain necessary
regulatory approvals, general economic, market and business
conditions,; the operations of Eguana's assets, competitive
factors, achieving the strategic objectives, future financial
results and liquidity, ability to fund operations or obtain
financing with debt or equity, and other factors set out in the
"Risk Factors" section of the Company's most recent management's
discussion and analysis for the three and six months ended June 30,
2023, which may be found on its website or at sedarplus.ca. Readers
are cautioned not to place undue reliance on forward-looking
information, which speaks only as of the date hereof. The Company
does not undertake any obligation to release publicly any revisions
to forward-looking statements contained herein to reflect events or
circumstances that occur after the date hereof or to reflect the
occurrence of unanticipated events, except as may be required under
applicable securities laws.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this
release.
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