Eguana Technologies Inc. (TSXV: EGT) (OTCQB:
EGTYF) ("
Eguana" or the
“
Company”), a leading developer and manufacturer
of high-performance energy storage systems, is pleased to announce
that, further to the Company’s news release dated November 23,
2023, it has closed the first tranche of a non-brokered private
placement offering of units of the Company (the
“
Units”). The Company issued 11,300,000 Units at a
price of $0.04 per Unit for gross proceeds of $452,000 (the
“
Offering”).
Each Unit is comprised of one common share (each
a “Common Share” and collectively, the
“Common Shares”) and one common share purchase
warrant (the “Warrant”). Each Warrant entitles the
holder thereof to purchase one additional Common Share at a price
of $0.06 per Common Share for a period of 24 months following the
closing date of the Offering.
The Company anticipates using the net proceeds
of the Offering to fund operations and working capital.
The Units and any securities issuable upon
conversion thereof are subject to a statutory hold period of four
months and one day from the date of issuance of the Units. The
Offering is subject to final approval by the TSX Venture Exchange
(the “TSXV”).
The Units were offered and sold by private
placement in Canada pursuant to exemptions from the prospectus
requirements under National Instrument 45-106 Prospectus
Exemptions, and in certain other jurisdictions on a basis which
does not require the qualification or registration of the
securities issued pursuant to the Offering.
The subscription by insiders pursuant to the
Offering is considered to be a related party transaction subject to
Multilateral Instrument 61-101 (“MI 61-101”). The
Company intends to rely on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections
5.5(a) and 5.7(1) (a) of MI 61-101 on the basis that participation
in the private placement by insiders will not exceed 25% of the
fair market value of the Company's market capitalization. The
Company did not file a material change report in respect of the
related party transaction at least 21 days before the closing of
the first tranche of the Offering, which the Company deems
reasonable in the circumstances in order to complete the Offering
in an expeditious manner. The Company anticipates closing the
second tranche on or about December 22, 2023.
This news 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. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended (the "1933
Act") and may not be offered or sold to, or for the
account or benefit of, persons in the United States or "U.S.
persons" (as such term is defined in Regulation S under the 1933
Act) absent registration or an applicable exemption from the
registration requirements of the 1933 Act any application state
securities laws.
Corporate Update
Alongside the financing activities to bridge
short term liquidity concerns, for the remainder of 2023, the
Company will furlough employees related to its North American
business channels, where renewable markets remain constrained due
to larger macro-economic factors. Australian and European
subsidiaries, where market activities appear to be recovering at a
faster pace and where the Company has near term sales momentum,
will remain unaffected.
“We’ve seen an increase in utility engagements
related to virtual power plant (VPP) rollouts and with acceptance
into seven VPP programs currently, we are optimistic looking into
2024 and are continuing our grid modernization strategy,” commented
Justin Holland, Chief Executive Officer of Eguana. “With major
objectives rolling out in Europe and Australia, US market recovery
predicted in mid-2024, and recurring revenue opportunities, we
anticipate seeing revenue growth and stronger financial performance
in 2024.”
This decision to reduce short term operational
costs related to North American channels was based on typical
seasonality patterns, where sales and installations generally drop
through the second half of December, combined with the overall
slowness of the renewable energy sector in the US. Management has
also begun working to transfer the North American sales team to its
US partner, to continue building out distribution and retail sales
channels under the DPC brand, further reducing 2024 operational
costs. Additionally, the Company received approval from its lending
partner to defer its December 1st payment, under its long-term debt
agreement, to December 15th.
About Eguana Technologies
Inc.
Eguana Technologies Inc. (EGT: TSX.V) (OTCQB:
EGTYF) designs and manufactures high performance residential and
commercial energy storage systems. The Company also markets and
sells a suite of micro inverter products, which are integrated with
its energy storage platform, providing consumers with full solar +
storage system architecture, for residential and commercial
applications. 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 North America,
Europe, and Australia.
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. Focused on distributed energy storage applications
located at the point of energy consumption, Eguana provides
cost-effective solutions to modernize the power grid, from the
consumer to the electricity retailer, the distribution utility, and
the system operator.
To learn more, visit
www.EguanaTech.com or follow us on Twitter
@EguanaTech
Company Inquiries
Justin HollandCEO, Eguana Technologies Inc. +1.416.728.7635
Justin.Holland@EguanaTech.com
Forward Looking Statements and
Risks
The reader is advised that all information
herein, other than statements of historical fact, 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.
Forward-looking statements include, among other
things, statements regarding the timing and completion of the
Offering, the use of proceeds of the Offering, receipt of TSXV
approval, future profitability, and financial outlook for 2024.
Forward-looking statements are not a guarantee of future
performance and involve 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 to close the Offering; failure by the Company
to close the Offering as contemplated; failure by the Company to
properly allocate use of proceeds for immediate needs, such as debt
service, payroll and payments; failure by the Company to receive
the desired effect of the furlough to bridge short term liquidity
concerns; failure by the Company to further reduce operational
costs; with respect to VPP rollouts, there is no certainty that
despite being accepted to seven VPP programs, that this will
translate into revenue for the Company; macro-economic conditions
affecting the renewable energy sector; failure by the Company to
raise additional funds to fund working capital requirements or to
solve its current cash flow constraints, which would impact the
viability of the business to continue operating as a going concern
or the viability of the business to continue operating altogether;
and other factors as set out in the "Risk Factors" section of the
Company's management's discussion and analysis for the three and
nine months ended September 30, 2023 and annual information form
dated May 1, 2023, which may be found on its website or at
www.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
news release.
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