Vancouver, British Columbia--(Newsfile Corp. - June 1, 2022) - Hypercharge Networks Corp. (the "Company" or "Hypercharge") is pleased to announce that it has closed a private placement of subscription receipts of Hypercharge (the "Subscription Receipts"), consisting of the issuance of an aggregate of 10,000,000 Subscriptions Receipts at a price of $0.60 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds to Hypercharge of $6,000,000 (the "Offering"), including 1,666,667 Subscription Receipts issued at the Issue Price for gross proceeds of $1,000,000 in connection with the full exercise of the over-allotment option granted to the Agents (as defined below) under the Offering. Haywood Securities Inc. acted as the lead agent and sole bookrunner of the Offering, with Clarus Securities Inc., Eight Capital and Research Capital Corporation also acting as agents (collectively, the "Agents").
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement, dated June 1, 2022, among Hypercharge, Haywood, on behalf of itself and the other Agents, and Odyssey Trust Company (the "Subscription Receipt Agent"), as subscription receipt agent. Each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share in the capital of Hypercharge (a "Hypercharge Share") after the satisfaction of the following conditions (the "Escrow Release Conditions"): (i) the Company having obtained a final receipt for a final prospectus qualifying the distribution of the Hypercharge Shares; (ii) the Hypercharge Shares having been conditionally approved for listing on the NEO Exchange Inc. (the "Exchange"); and (iii) the Company and Haywood, on behalf itself and the other Agents, having delivered notice to the Subscription Receipt Agent confirming that the conditions set forth in (i) and (ii) above have been met. The Escrow Release Conditions must be satisfied before 5:00 p.m. (Toronto Time) on September 29, 2022 (the "Escrow Release Deadline").
In consideration for their services in connection with the Offering, Hypercharge will pay to the Agents a cash fee (the "Agent's Fee") equal to 7% of the gross proceeds from the sale of the Subscription Receipts (which will be reduced to 3.5% in respect of proceeds from president's list purchasers) (the "Cash Fee"), which will be payable as follows: 50% of the Cash Fee was paid to the Agents on the closing of the Offering (the "Closing") and; (ii) the remaining 50% of the Cash Fee was deposited into escrow with the Subscription Receipt Agent and shall be paid to the Agents upon and subject to the satisfaction or waiver of the Escrow Release Conditions. As additional consideration for the services of the Agents, Hypercharge also issued to the Agents compensation options of Hypercharge (the "Compensation Options") equal to 7% of the number of Subscription Receipts sold under the Offering (which will be reduced to 3.5% in respect of proceeds from president's list purchasers). Each Compensation Option will be exercisable for by the holder thereof to acquire one Hypercharge Share at a price per share that is equal to the Issue Price a period of 24 months following the earlier of: (i) the Escrow Release Deadline; and (ii) the date on which the Escrow Release Conditions are satisfied. Hypercharge also paid to Haywood a corporate finance fee of $100,000 (the "Corporate Finance Fee").
On closing of the Offering, 50% of the Agent's Fee was paid to the Agents and 50% of the Corporate Finance Fee was paid to Haywood, with the remaining 50% of the Agent's Fee and 50% of the Corporate Finance Fee deposited in escrow with the Subscription Receipt Agent.
If the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline, or if prior to such time, the Company provides written notice to Haywood and the Subscription Receipt Agent or announces to the public that it does not intend to file a final prospectus qualifying the distribution of the Hypercharge Shares or proceed with the listing of the Hypercharge Shares on the Exchange, or that it otherwise does not intend to proceed with the satisfaction of the Escrow Release Conditions, each of the then outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by the holder plus an amount equal to the holder's pro rata share of interest or other income earned on the escrowed funds (less applicable withholding tax and the Agents' expenses).
The proceeds of the Offering are expected to be used for general corporate purposes.
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 or any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Hypercharge Networks is an electric vehicle (EV) supply equipment company that provides turnkey EV charging solutions to serve the rapidly growing market. We're on a mission to accelerate EV adoption by providing seamless, simple charging experiences through industry-leading equipment and a robust network of public and private charging stations.
On behalf of the Board,
Hypercharge Networks Corp.
David Bibby, President & CEO
Kyle Green | Senior Marketing Manager
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Company's intention to file a prospectus to qualify the Hypercharge Shares and list same on the NEO (including, without limitation, the anticipated timing of the completion of the Escrow Release Conditions, the use of proceeds from the Offering, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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