Vancouver, Canada, and Knoxville, Tennessee, November 29th, 2018 – Solar Alliance Energy Inc. (‘Solar Alliance’ or the ‘Company’) (TSX-V: SOLR) is pleased to announce it has signed a comprehensive agreement with Mr. Tom Anderson to increase his ownership stake in the Company to approximately 50% through the conversion of debt, interest projected to December 31, 2018 and a further loan of $300,000 totaling $2,753,973 into shares. The conversion of debt and the additional funding from Mr. Anderson are a strong indication of support for Solar Alliance’s long-term business plan in the U.S. solar industry and aligns the Company with a high net worth individual committed to Solar Alliance’s long-term success. Mr. Anderson is a private investor and entrepreneur with extensive experience, inter alia, in the Leisure & Entertainment, Oil and Gas, Bioscience, Industrial Tools Software and Healthcare businesses. The Company is seeking approval from its disinterested shareholders at its annual general and special meeting called for December 21, 2018 to approve this change of control.
Chairman & CEO Jason Bak said, “The increase in the ownership position by our largest shareholder and funding commitment provides financial certainty to Solar Alliance and will allow us to move forward quickly on the expansion of our commercial solar sales and our SunBox standard solar system for residential builders. The ongoing support of our current shareholder will allow us to move confidently through this next phase of our development.”
The investment by Mr. Anderson will help support the Company’s growth plan in commercial solar and the rollout of the SunBox residential program. SunBox is a standard solar system consisting of two sizes that include battery storage or an optional generator for whole home backup. Solar Alliance is selectively partnering with architects, developers and homebuilders that will integrate this cost-effective solar offering into their existing home designs. The SunBox program is in addition to growth in the Company’s commercial solar division which has put Solar Alliance on the path to record a ten-fold year over year increase, by kilowatt (kW), of installed commercial solar projects. Combined with recurring revenue from maintenance contracts and sales of the SunBox product, the Company is excited about the progress made in 2018 and looks forward to finishing the year strongly.
|Commercial Solar Installations
|Work in Process (kW)
|2904* (2.9 MW)
*The 2.9 MW of work in process projects are expected to be complete by year end, 2018.
Mr. Anderson loaned the Company $2,000,000 (the “Loan’) in November 2017 pursuant to a convertible note as announced on January 19, 2018. The Loan bears interest at the rate of 12% per annum with interest and principal payable on the maturity date. Mr. Anderson had the option to convert the principal of the Loan at a conversion price of $0.08 per share and interest at the allowable discounted market price at the time of conversion. Mr. Anderson subsequently made a series of working capital loans from August 31, 2018 to September 28, 2018 and will make a further loan of $300,000 that will aggregate $470,000 evidenced by the issue of individual unsecured demand promissory notes bearing interest at the rate of 15% per annum (the “Notes”). The Company does not have the funds to repay the now due Loan or the Notes and the lender is not desirous of converting the Loan into shares at the conversion price of $0.08 when the current price of the Company’s shares is $0.035.
The Company has reached agreement with Mr. Anderson to increase his shareholdings in the Company through the conversion of the Notes and Loan with accrued interest to the date of settlement at a price of $0.03 per share. As additional consideration, the lender will be paid 100% of the net proceeds of funds being held in escrow for the ultimate benefit of the Company (the “Escrow Funds”). The Escrow Funds are from the 2008 sale of the Company’s Ghost Pine Wind Project. The Company believes the conditions for release from escrow have been met and the Company has a court date in January 2019 to seek an order to release the funds plus interest less allowable deductible costs. In exchange for agreeing to the conversion of the Notes and Loan the Company has agreed to pay the lender 100% of the Escrow Funds ultimately received by the Company. The conversion at $0.03 would result in Mr. Anderson owning more than 20% of the shares of the Company and the Company is seeking approval from its disinterested shareholders at its annual general and special meeting called for December 21, 2018 to approve this change of control. Mr. Anderson currently owns 6,241,666 shares (6.48%) and 4,666,666 share purchase warrants exercisable at $0.18 until July 6, 2020. By illustration, if the Note and Loan are converted, with interest projected to December 31, 2018, Mr. Anderson would be owed an aggregate $2,753,479 which if converted at $0.03 would result in the issue of 91,782,648 shares to bring his total shareholding to 52.1% without considering any further share issues.
In addition, the Company has reached agreement with certain related parties to fully settle an aggregate of up to $423,931 of unpaid fees and advances, bearing interest at the rate of 15% per annum from the date the fees became due for payment, and/or the advances were received. Assuming settlement is on the same basis of $0.03 per share to be issued on December 31, 2018, this would result in the issue of an aggregate 14,131,033 shares. In this case Mr. Anderson’s holding would be approximately 48.5%.
The terms of the Notes and Loan conversion and settlement of the related party debt is subject to receipt of regulatory approval. The pricing of the debt conversion is in reliance on the temporary relief measures established by the Exchange, and requires approval of the Exchange having regard to the temporary relief criteria set out in the exchange’s bulletin of April 7, 2014.
Jason Bak, Chairman and CEO
About Solar Alliance Energy Inc. (www.solaralliance.com)
Solar Alliance is an international energy solutions provider focused on residential, commercial and industrial solar installations. The Company operates in California, Tennessee, North/South Carolina and Kentucky and has an expanding pipeline of solar projects. Since it was founded in 2003, the Company has developed wind and solar projects that provide enough electricity to power 150,000 homes. Our passion is improving life through ingenuity, simplicity and freedom of choice. Solar Alliance reduces or eliminates customers’ vulnerability to rising energy costs, offers an environmentally-friendly source of electricity generation, and provides affordable, turnkey clean energy solutions.
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: 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.
“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.”