NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Toronto, Canada, July 20, 2023 – Solar Alliance Energy Inc. (‘Solar Alliance’ or the ‘Company’) (TSX-V: SOLR), a leading solar energy solutions provider focused on the commercial and industrial solar sector, is pleased to announce that it has entered into an agreement with Research Capital Corporation, as lead agent and sole bookrunner (the “Agent”) in connection with a “best efforts” private placement offering (the “Offering”) of up to 25,000,000 units of the Company (each, a “Unit”) at a price of $0.08 per Unit (the “Issue Price”) for aggregate gross proceeds of up to $2,000,000.
Each Unit will be comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant of the Company (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.12 per Warrant Share for a period of 36 months from Closing Date (as defined herein).
The Company will grant the Agent an option (the “Agent’s Option”), exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to sell up to an additional 3,750,000 Units at the Issue Price for additional gross proceeds of up to $300,000.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Offering is anticipated to close on or about August 28, 2023 (the “Closing Date”), or such other date as the Company and the Agent may agree. Closing of the Offering is subject to certain conditions including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering will be subject to a “hold period” of four months and one day from Closing Date under applicable Canadian securities laws.
As consideration for its services, the Agent will receive a cash commission of 6.0% of the gross proceeds of the Offering and compensation options (the “Compensation Options”) in an amount equal to 6.0% of the number of Units sold pursuant to the Offering. Each Compensation Option will be exercisable to purchase one Unit at the Issue Price for a period of thirty-six (36) months from the Closing Date. Additionally, the Agent will receive an advisory commission of 2.0% of the gross proceeds of the Offering and advisory options (the “Advisory Options”) in an amount equal to 2.0% of the number of Units sold pursuant to the Offering. Each Advisory Option will be exercisable to purchase one Unit at the Issue Price for a period of thirty-six (36) months from the Closing Date. The Company will also pay the Agent a work fee of $40,000.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Myke Clark, CEO
About Solar Alliance Energy Inc. (www.solaralliance.com)
Solar Alliance is an energy solutions provider focused on the commercial, utility and community solar sectors. Our experienced team of solar professionals reduces or eliminates customers’ vulnerability to rising energy costs, offers an environmentally friendly source of electricity generation, and provides affordable, turnkey clean energy solutions. Solar Alliance’s strategy is to build, own and operate our own solar assets while also generating stable revenue through the sale and installation of solar projects to commercial and utility customers. The Company currently owns a 33% interest in two operating solar projects in New York and actively pursuing opportunities to grow its ownership pipeline. The technical and operational synergies from this combined business model supports sustained growth across the solar project value chain from design, engineering, installation, ownership and operations/maintenance.
Statements in this news release, other than purely historical information, including statements relating to the Company’s future plans and objectives or expected results, constitute Forward-looking statements. The words “would”, “will”, “expected” and “estimated” 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 Company’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: management’s belief or expectations relating to the following and, in certain cases, management’s response with regard to the following: risk factors relating to the timely receipt of all regulatory and third party approvals for the Offering, including that of the TSX Venture Exchange, that the Offering may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering, the inability of the Company to apply the use of proceeds from the Offering as anticipated, the completion of the Company’s previously announced acquisition of a Canadian solar company, the ability to complete the Company’s solar projects on the anticipated timelines, the ability to pursue new solar projects uncertainties related to the ability to raise sufficient capital, changes in economic conditions or financial markets, litigation, legislative or other judicial, regulatory, legislative and political competitive developments, technological or operational difficulties, the ability to maintain revenue growth, the ability to execute on the Company’s strategies, the ability to complete the Company’s current and backlog of solar projects and convert such projects into revenue and the ability to grow the Company’s market share. Consequently, actual results may vary materially from those described in the forward-looking statements.
“Neither 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.”