Alkaline Gasoline Cell Indicators Definitive Agreements to Purchase AI Renewable’s CHP Enterprise

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VANCOUVER, British Columbia, March 04, 2022 (GLOBE NEWSWIRE) — Alkaline Gasoline Cell Energy Corp. (NEO: PWWR) (Frankfurt: 77R, WKN: A3CTYF) (“AFCP” or the “Firm”), an organization engaged within the growth and manufacturing of alkaline gasoline cell warmth and energy methods for residential, industrial and business markets worldwide, is happy to announce that it has entered into definitive agreements to amass (the “Transaction“) 100% of the Mixed Warmth and Energy (CHP) technology enterprise (the “AI Enterprise“) of AI Renewable 2018-I Restricted Partnership, AI Renewable 2020-I Restricted Partnership and 2191 Yonge Ltd. (collectively, “AI”). AI makes use of a clear and renewable single gasoline supply vitality know-how that generates each electrical energy and warmth. The secure and environment friendly vitality manufacturing leads to price financial savings to the shopper and a discount in greenhouse fuel emissions. Topic to sure closing circumstances, the Firm expects to shut the Transaction inside 30 days from the date hereof.

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Upon closing of the Acquisition, the AI Enterprise will present the Firm with quick recurring, long run gross working revenue from a present lively account. The AI Enterprise at the moment has a pipeline of initiatives, that when secured, will present further sources of gross working revenue. Securing the pipeline of initiatives stay topic to mutual settlement with the potential accounts.

The excessive effectivity CHP system offers dependable, sustainable and environment friendly, on-site vitality 24/7. It may be tailored to not solely residential however business and industrial prospects. Moreover, the Firm has recognized know-how that may enable them to transition the present CHP methods to make the most of hydrogen and the AFCP gasoline cells permitting for AFCP to develop exponentially whereas producing income.

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AI’s pipeline consists of over 30 potential CHP initiatives at numerous phases of growth starting from proposals, letters of intent and one energy buy settlement prepared to start the engineering, procurement and building (EPC) section. The estimated capital funding to convey the pipeline of potential CHP methods into business operation inside the subsequent 24-36 months is estimated at $50,000,000. It’s estimated that, based mostly on the CHP system at the moment in business operation, when the entire potential CHP methods are in business operation, potential gross income could possibly be as much as roughly $16.61 million, potential EBITDA could possibly be as much as roughly $7.68 million and potential internet revenue as much as roughly $1.64 million. These estimates are forward-looking and are topic to the assumptions supplied in forward-looking disclaimer under.

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Electrical energy costs and CO2 emissions related to standard energy technology applied sciences proceed to steadily rise. The necessity for on web site, environment friendly and dependable vitality sources is ever extra obvious. Because the market chief in CHP vitality technology there can be an immense alternative for AFCP to create additional income from its gasoline cell merchandise by putting in methods in current places and promoting items to different CHP homeowners to safe important market share of the virtually 10,000 excessive rise buildings in Canada and 163,000 excessive rise buildings in main markets throughout the globe within the coming years. (Supply: https://www.emporis.com)

“Alkaline Gasoline Cell Energy Corp. continues to progress in direction of commercialization of our micro-combined warmth and energy (“Micro-CHP”) system. The mixing of AI’s CHP enterprise together with key members of administration will assist AFCP speed up our milestone timelines and the transition of current CHP to a clear zero-emission hydrogen powered vitality resolution with quick income and a really massive challenge pipeline, setting the stage for development worldwide,” stated Mr. Matthew Fish, Interim Chief Government Officer of AFCP.

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Added Dr. Elliot Strashin, Chairman of AI Renewable, “Our renewable funding fund, pushed by its robust core values, is dedicated to investing in clear, inexperienced and environment friendly vitality initiatives. We’re assured that AFCP is the proper accomplice to construct off the muse that AI Renewable has created and assume our mission of lowering greenhouse fuel emissions for assembly heating and electrical energy wants throughout North America.”

Pursuant to the phrases of the definitive agreements, the consideration contemplated for the Transaction (the “Buy Worth“) shall consist of twenty-two,575,758 frequent shares of Alkaline Gasoline Cell Energy Corp. (the “Consideration Shares“) and $3,000,000 in money consideration. In reference to the execution of the definitive agreements, the Firm superior a $2,000,000 mortgage to the distributors, which can be utilized in opposition to the money consideration on closing. The remaining $1,000,000 money cost shall be paid no later than January 2, 2023. As a part of the due diligence course of, the Firm has retained BDO Canada LLP to arrange a pricing evaluation offering its conclusion of the honest market worth of AI. The closing of the Transaction is topic to completion of passable due-diligence by the Firm and the acceptance of the Transaction by the NEO Change.

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Along with the Buy Worth payable on closing, the Firm shall pay to the distributors further consideration upon the achievement of sure milestones described under:

Milestone #1

If the AI Enterprise obtains “Inexperienced Loans” and/or authorities grants for the AI Enterprise and/or their prospects of two million 5 hundred thousand ($2,500,000) {dollars} or extra for the set up of CHP items in buildings inside 18 (eighteen) months following the closing (“Milestone #1“), the distributors can be compensated with further frequent shares within the capital of the Firm (the “Widespread Shares“) equal to the better worth of 1,000,000 Widespread Shares or the variety of Widespread Shares price a million ($1,000,000) {dollars} (every a “Milestone #1 Widespread Share“), the deemed worth of every Milestone #1 Widespread Share being the 5 (5) day quantity weighted common worth (the “VWAP“) of the frequent shares of the Firm calculated from the date that the Milestone #1 cost has been earned.

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Milestone #2

If the AI Enterprise indicators contracts to put in CHP items in buildings containing not lower than 2,000 further residential items over a minimal of seven (7) buildings (excluding 2181 Yonge and 2191 Yonge) inside twenty-four (24) month interval following the closing (the “Milestone #2“), the distributors can be rewarded with further Widespread Shares equal to the better worth of Widespread Shares price two million ($2,000,000) {dollars} or 2,000,000 Widespread Shares (every a “Milestone #2 Widespread Share”). The deemed worth of every Milestone #2 Widespread Share shall be based mostly on the 5 (5) days VWAP of the Widespread Shares calculated from the date that the Milestone #2 cost has been earned.

The Consideration Shares, and if issuable, the Milestone #1 Widespread Shares and Milestone #2 Widespread Shares can be topic to a 4-month plus one (1) day maintain from the date of issuance, along with any relevant NEO Change insurance policies and relevant securities legal guidelines.

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European Enterprise Replace

A press launch can be forthcoming concerning the thrilling milestones achieved during the last 6 months in Belgium, and anticipated ongoing progress in direction of business product viability in addition to the mixing advantages with AI Renewable.

Administration and Board Modifications

The Firm is happy to announce that Dr. Richard Lu has joined the board of administrators. Dr. Lu replaces Mr. Eugene Beukman who has resigned as a director of the Firm.

Dr. Lu has greater than 25 years of worldwide expertise within the vitality business creating and implementing enterprise methods for organizations in North America, Europe and Asia. He’s the President and CEO of Considerable Photo voltaic Power Inc., a longtime and trusted developer, engineer, asset operator, and supervisor within the clear and renewable vitality area in Canada and the US. He’s an Impartial Director at dynaCERT Inc. (DYA.TSE), a rising vitality sector firm that focuses on hydrogen utility within the transportation business. He was the Managing Director of Sky Photo voltaic Holdings Co., Ltd. (SKYS, NASDAQ), and the VP of Enterprise Growth at ARISE Expertise Company. Dr. Lu additionally beforehand held the place of Chief Conservation Officer and VP of Toronto Hydro Company, the place he developed and executed a sweeping portfolio of Conservation, Demand Administration and Distributed Power packages and was instrumental in creating an vitality conservation tradition in Ontario. Previous to that he was the Vice-President of EHS, making certain Toronto Hydro Company’s dedication to offering a protected and wholesome office for workers and the methods for attaining sustainable ESG growth and development are efficiently met. Dr. Lu has held senior positions with Enbridge Fuel Distribution, Husky Injection Molding Programs Ltd., and Dillon Consulting.

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The Firm additionally publicizes that Mr. Matthew Fish has been appointed the Interim Chief Government Officer upon the departure of Mr. Jef Spaepen. Mr. Fish focuses on company and securities legislation and is the principal of Fish LPC. The Firm expresses its appreciation to Mr. Spaepen for his time with the Firm and desires him success in his future endeavors.

ABOUT ALKALINE FUEL CELL POWER CORP.
The Firm is targeted on the event, manufacturing and commercialization of micro-combined warmth and energy (“micro-CHP”) methods based mostly on alkaline gasoline cell know-how. A gasoline cell is a clear electrical energy conversion/technology system, akin to small energy stations that present electrical energy and an equal quantity of warmth for numerous functions. Based mostly on hydrogen powered alkaline gasoline cell know-how, our know-how gives an vitality supply that generates zero CO 2 emissions with pure water as the one by-product, making it ideally suited to residential and small- to medium-sized energy markets. We consider Gasoline Cell Energy is effectively positioned to develop into a optimistic contributor to the worldwide demand for clear vitality, notably in Europe the place demand outpaces provide, and present know-how stays insufficient to fulfill market wants. Additional info is obtainable on our web site at https://www.fuelcellpower.com/ and we encourage buyers and different stakeholders to observe us on LinkedIn , Twitter , Fb , Instagram and YouTube . Our frequent shares are listed for buying and selling on the NEO Change (“NEO”) below the image “ PWWR ” and on the Frankfurt Change below image 77R and WKN A3CTYF .

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For additional info, please contact:

Ahead-Wanting Data
This information launch accommodates forward-looking statements and forward-looking info inside the that means of relevant securities legal guidelines. These statements relate to future occasions or future efficiency. All statements apart from statements of historic truth could also be forward-looking statements or info. In sure instances, forward-looking statements might be recognized by means of phrases comparable to “plans”, “expects” or “doesn’t count on”, “is anticipated”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such phrases and phrases or statements that sure actions, occasions or outcomes “could”, “might”, “would”, “may”, “happen” or “obtain”. Ahead-looking statements could embrace, however will not be restricted to, statements with respect to the Firm’s know-how, mental property, marketing strategy, aims and technique. Ahead-looking statements and data are supplied for the aim of offering details about the present expectations and plans of administration of the Firm referring to the longer term, that are topic to various assumptions, dangers and uncertainties, a lot of that are past the management of the Alkaline Gasoline Cell Energy Corp. Some assumptions embrace, with out limitation, the assumptions supplied on this information launch, the belief that the outcomes of the present gross working revenue producing CHP unit can be duplicated for the potential initiatives within the pipeline; statements concerning the profitable integration of the AI enterprise into the Firm’s enterprise in a well timed method; administration’s potential to safe potential initiatives within the pipeline; administration’s potential to efficiently develop the initiatives within the pipeline to generate working revenue; administration’s potential to transition the mixed warmth and energy know-how to a clear zero-emission hydrogen powered vitality resolution; the worldwide addressable marketplace for zero-emission hydrogen powered vitality manufacturing items; the effectiveness and timelines to deploy administration’s enterprise technique; the renewable energies sector and the Firm’s future plans. Readers are cautioned that reliance on such statements and data is probably not acceptable for different functions, comparable to making funding choices. Since forward-looking statements and data handle future occasions and circumstances, by their very nature they contain inherent dangers and uncertainties. Precise outcomes might differ materially from these at the moment anticipated because of various elements and dangers. Accordingly, readers shouldn’t place undue reliance on the forward-looking statements and data contained on this information launch. Readers are cautioned that the foregoing checklist of things is just not exhaustive. The forward-looking statements and data contained on this information launch are made as of the date hereof and no endeavor is given to replace publicly or revise any forward-looking statements or info, whether or not on account of new info, future occasions or in any other case, until so required by relevant securities legal guidelines. The forward-looking statements or info contained on this information launch are expressly certified by this cautionary assertion.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.