** NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES **
Vancouver, Canada and San Diego, California March 15, 2016 â€“ Solar Alliance Energy, Inc. (â€˜Solar Allianceâ€™) or (the â€˜Companyâ€™) (TSX-V: SAN, OTCQB: SAENF) is pleased to announce it intends to carry out a private placement of up to 17,142,857 units at a price of CAD$0.07 per unit (the â€œUnitâ€) for a raising from CAD$750,000 of up to CAD$1,200,000 (the â€œOfferingâ€). The Offering may be increased above CAD$1,200,000 if the Company exercises an over-allotment option for the issuance of an additional 4,285,714 Units for a raising up to CAD$300,000 (the â€œOver-Allotment Optionâ€). Each Unit is comprised of one common share and one share purchase warrant of the Company. Each share purchase warrant is exercisable into one common share of the Company with an exercise price of CAD$0.10 per share purchase warrant for a two year exercise period. The maximum proceeds that may be raised from the Offering and exercise of the Over-Allotment Option is CAD$1,500,000 and the maximum amount of securities to be distributed taking into account the Over Allotment Option is 21,428,571 Units. There is no minimum amount of proceeds to be raised and no minimum amount of securities to be distributed pursuant to the Offering and Over-Allotment Option. The Offering and Over Allotment Option may be subject to a finderâ€™s fee within the limits set forth by the TSX Venture Exchange.
Proposed Use of Proceeds
The proposed net proceeds received from the Offering after payment of commissions are intended to be used by the Company for the following purposes:
If the Offering is over-subscribed, it is possible that a shareholderâ€™s subscription may not be accepted by the Company even though it is received. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management of the Company reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions.
If the Offering is not fully subscribed or the over-allotment option is not fully exercised, then management of the Company will determine the allocation of net proceeds amongst the above purposes in the best interests of the Company. There may be circumstances however, where, for sound business reasons, a reallocation of funds may be necessary.
Certain subscribers may be participating through the existing shareholder exemption contained in various corresponding blanket orders and rules of Canadian jurisdictions (the â€œExisting Shareholder Exemptionâ€) or Multilateral CSA Notice 45-318 and various blanket orders and rules of participating jurisdictions (the â€œInvestor Dealer Exemptionâ€).
Existing Shareholder Exemption
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at March 14, 2016, (the â€œRecord Dateâ€) (and still are shareholders as at the closing) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from the Company in any twelve month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase more than $15,000 value of securities then they may do so provided they have first received â€˜suitability adviceâ€™ from a registered investment dealer and, in this case, subscribers will be asked to confirm the registered investment dealerâ€™s identity details and employer.
Subscribers utilizing the Existing Shareholder Exemption must reside in Canada. Existing shareholders resident in countries other than Canada will need to meet local jurisdiction requirements to participate.
Investor Dealer Exemption
Subscribers implementing the Investor Dealer Exemption must reside in one of the following jurisdictions: British Columbia, Alberta, Manitoba, Saskatchewan and New Brunswick and must have obtained advice regarding the suitability of the investment from an investment dealer which is registered with the securities commission in their jurisdiction. Subscribers will be asked to confirm the registered investment dealerâ€™s identity details and employer. Subscribers resident in Ontario, QuÃ©bec, Northwest Territories, Yukon, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador are not permitted to participate in the Offering under the Investor Dealer Exemption. Subscribers resident in countries other than Canada will need to meet local jurisdiction requirements to participate.
The Offering and Over-Allotment Option are subject to approval and customary resale restrictions of the TSX Venture Exchange.
How to Participate in the Offering
Any potential investors interested in participating in the Offering should contact Jason Bak, CEO and Director of the Company at (604) 288-9051or firstname.lastname@example.org.
Chairman and CEO
For more information:
Chief Marketing Officer
+1 (604) 288-9051
About Solar Alliance Energy Inc. (www.solaralliance.com)
Solar Alliance is a solar sales and marketing firm focused on residential solar installations.Â Our mission is to encourage the transition to an independent, distributed solar market through a strong management team that combines technical, sales, marketing and financial expertise. Solar Alliance is committed to an exceptional customer experience, effective marketing campaigns and superior lead generation in order to drive sales and generate value for shareholders. Since its inception in 2003, Solar Alliance has developed over 360 megawatts of renewable energy projects and subsequently sold them to utilities or large independent power producers, and has installed more than 2,000 residential solar systems in southern California. Solar Alliance is located in Vancouver, British Columbia and San Diego, California.
Statements in this news release, other than purely historical information, including statements relating to the Companyâ€™s future plans and objectives or expected results, constitute Forward-looking statements. The words â€œwouldâ€, â€œwillâ€, â€œexpectedâ€ and â€œestimatedâ€ or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Companyâ€™s actual results, level of activity, performance or achievements to be materially different than those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related to the ability to raise sufficient capital, changes in economic conditions or financial markets, litigation, legislative or other judicial, regulatory and political competitive developments and technological or operational difficulties. Consequently, actual results may vary materially from those described in the forward-looking statements.
â€œNeither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.â€
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States.Â The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the â€œU.S. Securities Actâ€) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.