/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY, May 29, 2019 /CNW/ - Eguana Technologies Inc.
("Eguana" or the "Company") (TSXV: EGT) (OTCQB:EGTYF)
is pleased to announce that it has entered into an agreement with
Bayfront Capital Partners Ltd. ("Bayfront" or the "Lead
Agent"), to act as sole book-runner and lead agent on behalf of
a syndicate of dealers to be named (the "Agents"), pursuant
to which the Agents have agreed to offer for sale, on a reasonable
commercial efforts basis, up to 3,000 unsecured convertible
debentures (the "Debentures") of Eguana at a price of
$1,000 per Debenture for aggregate
gross proceeds of up to $3 million
(the "Debenture Financing").
The Debentures will mature and be repayable on the date that is
three (3) years (the "Maturity Date") from the closing date
of the Debenture Financing (the "Closing Date"). The
Debentures will have a coupon of 10% per annum payable in cash and
compounded semi-annually and payable semi-annually or on such
earlier date on which the Debentures are converted pursuant to
their terms. The Debentures will be repaid in cash on the Maturity
Date, subject to earlier conversion as described below. The
Debentures will be issued pursuant to debenture certificates issued
to each holder to be dated as of the Closing Date.
At any time prior to the Maturity Date, each holder of
Debentures will be entitled to convert the principal amount of
Debentures into units (each a "Unit" and together, the
"Units") of the Company at a price of $0.15 per Unit (the "Conversion Price").
For greater certainty, each $1,000
principal amount of Debentures would convert into 6,666.67 Units.
Each Unit shall consist of one common share in the capital of the
Company (each a "Common Share" and together, the "Common
Shares") and one-half of one common share purchase warrant.
Each whole common share purchase warrant (a "Warrant") shall
enable the holder thereof to acquire an additional Common Share
(each a "Warrant Share" and together, the "Warrant
Shares") at a price of $0.20 per
Warrant Share for a period of three (3) years following the closing
date of the Debenture Financing.
Beginning on the date that is four months plus one day following
the Closing Date, the Company can require the holders of Debentures
to convert Debentures into Units on not less than 30 days' notice
in the event that the daily volume weighted average trading price
of the Common Shares on the TSX Venture Exchange (the
"TSXV") is greater than $0.30
for any 20 consecutive trading days.
Use of proceeds from the Debenture Financing will be allocated
to fund working capital and general corporate expenditures of the
Company.
The Debentures shall be offered and sold by private placement
(i) in Canada to "accredited
investors" within the meaning of National Instrument 45-106 and
other exempt purchasers in each province of Canada, as agreed upon by the Company and the
Agents (as hereinafter defined), and (ii) outside Canada and the
United States on a basis which does not require the
qualification or registration of any of the Debentures. The
Debentures and any Shares and Warrants issuable upon the conversion
thereof will be subject to a statutory hold period in Canada of four months and one day after the
closing date of the Debenture Financing.
As consideration for its services pursuant to the Debenture
Financing, the Agents shall receive a cash commission equal to 7%
of the gross proceeds raised pursuant to the Debenture Financing to
be paid on the closing date (the "Commission"). The
Company shall issue to the Agents, on the closing date of the
Debenture Financing, 466.67 compensation warrants (the
"Compensation Warrants") for each $1,000 principal amount of Debentures sold
pursuant to the Debenture Financing. Each Compensation Warrant will
entitle the holder thereof to acquire one Unit at a price of
$0.15 per Unit for a period of three
years from the closing date.
About Eguana Technologies Inc.
Based in Calgary, Alberta
Canada, Eguana Technologies Inc. (EGT: TSX.V) (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
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. 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: statements
pertaining to the use of proceeds, the closing of the Debenture
Financing, the ability of the Company to comply with terms of the
Debenture, including but not limited to the interest payments and
payments of the principal and the Company's ability to obtain
necessary approvals from the TSX Venture Exchange.
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. Readers are cautioned not to place undue reliance on
forward-looking information, which speaks only as of the date
hereof. Readers are also directed to the "Risk Factors" section of
the Company's most recent audited financial statements which may be
found on its website or at sedar.com 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.
SOURCE Eguana Technologies Inc.