(EGT.V) Feb. 8, 2019 – Eguana Technologies Inc. announced on Thursday, Feb. 7 that it has issued 300,000 shares of newly created Series A first preferred shares at $10 per Series A share for aggregate gross proceeds of $3 million.
The Series A shares were issued and sold to the company’s largest shareholder DHCT II Luxembourg SARL, the investment vehicle of funds managed by Doughty Hanson & Co Managers Limited, to support working capital requirements for Eguana’s growth plan.
The Series A shares are convertible by the investor at any time into common shares of the company at a price of $0.24 per share. The company may force conversion of the Series A shares once its TSX Venture Exchange share price is equal to or greater than $0.60 for at least 60 consecutive days.
“Doughty Hanson continues to support the company through our global expansion and ramping up of revenues, and these funds will enable the immediate transition to contract manufacturing, significantly increasing our production capability,” said Eguana CEO Justin Holland. “Over the last six months the team has been very successful attracting channel partners in our target markets, and this investment will ensure product availability.”
In connection with the offering, the company and the investor also entered into a loan settlement and conversion agreement whereby an additional 134,860 Series A shares were issued to the investor at the deemed issue price to replace the existing $1.3 million secured loan facility previously disclosed on Aug. 22, 2018.
The securities issued under the offering are subject to a hold period of four months and one day. The offering remains subject to final approval of the TSX Venture Exchange. The Series A shares acquired as part of the offering were acquired by the investor for investment purposes pursuant to the “accredited investor” exemption in section 2.3 of National Instrument 45-106 (Prospectus and Registration Exemptions). The Series A shares acquired as part of the loan conversion were acquired by the investor for investment purposes pursuant to the “securities for debt” exemption in section 2.14 of National Instrument 45-106 (Prospectus and Registration Exemptions).
The purchase of Series A shares by the investor is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The related-party transaction is exempt from minority approval, information circular, and formal valuation requirements pursuant to the exemptions contained in Sections 5.7 (1)(a) and 5.5(a) of MI 61-101, as neither the fair market value of the gross securities issued under the offering nor the consideration paid by the Investor exceed 25 percent of the company’s market capitalization. The company did not file a material change report 21 days before the closing of the offering since details were not settled until shortly prior to closing and the company wished to complete the offering as soon as possible.
Based in Calgary, Alberta, Eguana Technologies 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.Disclaimer: ALWAYS DO YOUR OWN RESEARCH and consult with a licensed investment professional before making an investment. This communication should not be used as a basis for making any investment.