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, has purchased 16,666,666 common
shares of Eguana (the “
Common Shares”) through the
exercise of share purchase warrants (the
“
Warrants”) issued in connection with an offering
which closed on March 16, 2020 for aggregate consideration of
$3,333,333.20 (the “
Warrant Exercise”).
Additionally, ITOCHU and Eguana have agreed to convert
$1,145,506.84 of interest owing under the Company’s 7% unsecured
convertible debenture (the “
Convertible
Debenture”) into 4,242,617 Common Shares of Eguana in full
satisfaction of the interest payment due on March 1, 2023.
“The exercise of the Warrants, along with the
interest conversion, further demonstrates ITOCHU’s confidence in
our partnership and expansion plans,” commented Eguana CEO Justin
Holland. “We currently have multiple ongoing objectives with ITOCHU
including near and long term battery supply, homebuilder, and
virtual power plant.”
In connection with the interest conversion,
Eguana will issue 4,242,617 Common Shares at a deemed price of
$0.27 per share on March 16, 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 and
additional details regarding the Warrants can be found in the
Company’s news releases dated March 2 and March 16, 2020, all of
which are available on the Company’s profile on SEDAR at
www.sedar.com.
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 Warrant Exercise and
interest conversion, ITOCHU owned or exercised control or direction
over 34,013,998 Common Shares and Warrants, representing 8.44% of
the total issued and outstanding Common Shares and 16,666,666
common share purchase warrants of Eguana. Immediately following the
Warrant Exercise and interest conversion, ITOCHU held 54,923,281
Common Shares, representing 12.95% of the total issued and
outstanding Common Shares and no common share purchase warrants of
Eguana. When combined with its existing holdings, the conversion in
full of the Convertible Debenture would result in ITOCHU holding
approximately 24.67% of the Common Shares of the Company.
ITOCHU acquired the Common Shares for investment
purposes. ITOCHU may from time to time (i) convert the existing
securities held by it or acquire additional securities, (ii)
dispose of some or all of the existing securities held by it, the
securities received upon conversion of the existing securities or
any additional securities acquired by it or (iii) may continue to
hold the securities of the Company. The Warrant Exercise did not
occur on a stock exchange or other securities market.
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.sedar.com.
Contact:
ITOCHU Corporation5-1, Kita-Aoyama 2-chome, Minato-ku, Tokyo
107-8077 JapanContact: Energy Storage Business
Sectionhttps://www.itochu.co.jp/en/inquiry/index.html
About
ITOCHU
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
textile, 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; industry capacity; the operations of Eguana's assets,
competitive action by other companies, and other factors set out in
the "Risk Factors" section of the Company's most recent annual
management's discussion and analysis for the three and twelve
months ended September 30, 2022 which may be found on its website
or at sedar.com. 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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