Alkaline Fuel Cell signs definitive agreements to acquire AI renewable ’s CHP business.
Alkaline Fuel Cell Power Corp. (NEO: PWWR) (Frankfurt: 77R, WKN: A3CTYF) (“AFCP” or the “Company”), a company engaged in the development and production of alkaline fuel cell heat and power systems for residential, industrial and commercial markets worldwide announce that it has entered into definitive agreements to acquire (the “Transaction”) 100% of the Combined Heat and Power (CHP) generation business (the “AI Business”) of AI Renewable 2018-I Limited Partnership, AI Renewable 2020-I Limited Partnership and 2191 Yonge Ltd. (collectively, “AI”).
AI uses a clean and renewable single fuel source energy technology that generates both electricity and heat. The stable and efficient energy production results in cost savings to the customer and a reduction in greenhouse gas emissions.
Subject to certain closing conditions, the Company expects to close the Transaction within 30 days from the date hereof.
Upon closing of the Acquisition, the AI Business will provide the Company with immediate recurring, long term gross operating income from a current active account.
The AI Business currently has a pipeline of projects, that once secured, will provide additional sources of gross operating income. Securing the pipeline of projects remain subject to mutual agreement with the potential accounts.
The high efficiency CHP system provides reliable, sustainable and efficient, on-site energy 24/7. It can be adapted to not only residential but commercial and industrial customers.
Furthermore, the Company has identified technology that will allow them to transition the current CHP systems to utilize hydrogen and the AFCP fuel cells allowing for AFCP to grow exponentially while generating revenue.
AI’s pipeline consists of over 30 potential CHP projects at various stages of development ranging from proposals, letters of intent and one power purchase agreement ready to begin the engineering, procurement and construction (EPC) phase.
The estimated capital investment to bring the pipeline of potential CHP systems into commercial operation within the next 24-36 months is estimated at $50,000,000.
It is estimated that, based on the CHP system currently in commercial operation, when all of the potential CHP systems are in commercial operation, potential gross revenue could be up to approximately $16.61 million, potential EBITDA could be up to approximately $7.68 million and potential net income up to approximately $1.64 million.
These estimates are forward-looking and are subject to the assumptions provided in forward-looking disclaimer below.
Electricity prices and CO2 emissions associated with conventional power generation technologies continue to steadily rise. The need for on site, efficient and reliable energy sources is ever more apparent.
As the market leader in CHP energy generation there will be an immense opportunity for AFCP to create further revenue from its fuel cell products by installing systems in existing locations and selling units to other CHP owners to secure significant market share of the almost 10,000 high rise buildings in Canada and 163,000 high rise buildings in major markets across the globe in the coming years. (Source: https://www.emporis.com)
Mr. Matthew Fish, Interim Chief Executive Officer of AFCP:
Alkaline Fuel Cell Power Corp. continues to progress towards commercialization of our micro-combined heat and power (“Micro-CHP”) system.
“The integration of AI’s CHP business along with key members of management will help AFCP accelerate our milestone timelines and the transition of existing CHP to a clean zero-emission hydrogen powered energy solution with immediate revenue and a very large project pipeline, setting the stage for growth worldwide.”
Dr. Elliot Strashin, Chairman of AI Renewable:
Our renewable investment fund, driven by its strong core values, is committed to investing in clean, green and efficient energy projects.
“We are confident that AFCP is the perfect partner to build off the foundation that AI Renewable has created and assume our mission of reducing greenhouse gas emissions for meeting heating and electricity needs across North America.”
Pursuant to the terms of the definitive agreements, the consideration contemplated for the Transaction (the “Purchase Price“) shall consist of 22,575,758 common shares of Alkaline Fuel Cell Power Corp. (the “Consideration Shares“) and $3,000,000 in cash consideration.
In connection with the execution of the definitive agreements, the Company advanced a $2,000,000 loan to the vendors, which will be applied against the cash consideration on closing. The remaining $1,000,000 cash payment shall be paid no later than January 2, 2023.
As part of the due diligence process, the Company has retained BDO Canada LLP to prepare a pricing analysis providing its conclusion of the fair market value of AI.
The closing of the Transaction is subject to completion of satisfactory due-diligence by the Company and the acceptance of the Transaction by the NEO Exchange.
In addition to the Purchase Price payable on closing, the Company shall pay to the vendors additional consideration upon the achievement of certain milestones described below:
Milestone #1
If the AI Business obtains “Green Loans” and/or government grants for the AI Business and/or their customers of two million five hundred thousand ($2,500,000) dollars or more for the installation of CHP units in buildings within 18 (eighteen) months following the closing (“Milestone #1“), the vendors will be compensated with additional common shares in the capital of the Company (the “Common Shares“) equal to the greater value of 1,000,000 Common Shares or the number of Common Shares worth one million ($1,000,000) dollars (each a “Milestone #1 Common Share“), the deemed value of each Milestone #1 Common Share being the five (5) day volume weighted average price (the “VWAP“) of the common shares of the Company calculated from the date that the Milestone #1 payment has been earned.
Milestone #2
If the AI Business signs contracts to install CHP units in buildings containing not less than 2,000 additional residential units over a minimum of seven (7) buildings (excluding 2181 Yonge and 2191 Yonge) within twenty-four (24) month period following the closing (the “Milestone #2“), the vendors will be rewarded with additional Common Shares equal to the greater value of Common Shares worth two million ($2,000,000) dollars or 2,000,000 Common Shares (each a “Milestone #2 Common Share”).
The deemed value of each Milestone #2 Common Share shall be based on the five (5) days VWAP of the Common Shares calculated from the date that the Milestone #2 payment has been earned.
The Consideration Shares, and if issuable, the Milestone #1 Common Shares and Milestone #2 Common Shares will be subject to a 4-month plus one (1) day hold from the date of issuance, in addition to any applicable NEO Exchange policies and applicable securities laws.
European Business Update
A press release will be forthcoming regarding the exciting milestones achieved over the last 6 months in Belgium, and anticipated ongoing progress towards commercial product viability as well as the integration benefits with AI Renewable.
Alkaline Fuel Cell Signs Definitive Agreements to Acquire AI Renewable’s CHP Business, VANCOUVER, British Columbia, March 4, 2022
