VANCOUVER, British Columbia and IRVINE, Calif.–Clean Power Capital Corp. announces it has completed the acquisition of the remaining shares of PowerTap Hydrogen Fueling Corp. (“PowerTap”) to become the sole shareholder of PowerTap.
As previously announced, the Company initially invested in PowerTap on October 27, 2020, by acquiring a 90% equity interest, and on February 5, 2021, the Company acquired an additional 4.5% of PowerTap. With the latest acquisition, Clean Power has increased its equity interest in PowerTap to 100%.
PowerTap’s main focus is on employing its patented hydrogen production technology to build a blue hydrogen filling station network in the United States to accommodate anticipated growth in hydrogen vehicle sales. PowerTap’s goal is to build out cost-effective hydrogen fueling infrastructure through its environmentally friendly intellectual property, product design for the modularized and lowest tier production cost of hydrogen, and launch plan. PowerTap technology-based hydrogen fueling stations are already located in private enterprises and public stations (near LAX airport) in California, Texas, Massachusetts, and Maryland. Additional information about PowerTap may be found at its website at: https://www.powertapfuels.com
Since Clean Power’s initial investment, PowerTap has been developing its hydrogen fueling station network in stages, consisting of engineering & design; ongoing development of PowerTap 3.0; and permitting and site preparation, as updated in past news releases. Most recently, PowerTap signed a definitive agreement with Humboldt Petroleum, Inc., Peninsula Petroleum, LLC, and Colvin Oil I LLC (dba GP Energy), collectively referred to as “the Andretti Group” to locate PowerTap’s hydrogen station technology at select Andretti Group properties. Under the terms of definitive agreement, the Andretti Group will further help market PowerTap’s technology to third-party chain retailers, major oil companies and independent stations through the Andrettis’ deep network of automotive industry connections. See the Company’s news release dated January 26, 2021, for further details on the definitive agreement with the Andretti Group.
“Clean Power Capital is pleased to complete the acquisition of all the shares of PowerTap Hydrogen Fueling Corp.,” said Raghu Kilambi CEO of Clean Power Capital Corp. “Clean Power Capital continues to be excited by the commercialization opportunities that PowerTap’s patented onsite blue hydrogen production and dispensing system has in the United States and globally.”
The consideration paid to the vendors for the remaining 5.5% of PowerTap consists of an aggregate of 22,000,080 common shares in the capital of the Company (the “Consideration Shares”) at a deemed value of $1.30 per Consideration Share. With the exception of Mr. Raghu Kilambi, the vendors are arm’s-length to one another and none of whom, individually holds 10% or more of the issued and outstanding shares of the Company on a non-diluted basis. The issuance of the Consideration Shares relied on the accredited investor exemption under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and therefore the Consideration Shares are subject to a four month and one day hold period.
The purchase of Mr. Kilambi’s remaining 0.50% interest in PowerTap, constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), given that Mr. Kilambi is the CEO of the Company and currently owns 20,534,0710 common shares of the Company through his holding company. Upon completion of the acquisition, Mr. Kilambi’s holding company will be issued an additional 1,999,980 common shares of the Company in return for his remaining interest in PowerTap. Upon closing of the acquisition, Mr. Kilambi will beneficially own and control, through his holding company, an aggregate of 22,534,050 common shares of the Company, representing approximately 7.31% of the issued and outstanding common shares of the Company on a non-diluted basis. Mr. Kilambi is also the holder of 2,500,000 stock options in the Company that were previously granted, but not related to this acquisition.
The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, given that the fair market value of the consideration paid under this acquisition to Mr. Kilambi represents 0.79% of the market capitalization of the Company, and therefore does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. The acquisition of the remaining issued and outstanding shares in the capital of PowerTap has been approved by the independent directors of the Company. The Company did not file a material change report related to this acquisition more than 21 days before the expected closing of the acquisition as required by MI 61-101 since the details of the acquisition were not settled until shortly prior to the closing of the acquisition and the Company wished to close on an expedited basis for sound business reasons.
ABOUT CLEAN POWER CAPITAL CORP.
Clean Power is an investment company that specializes in investing into private and public companies opportunistically that may be engaged in a variety of industries, with a current focus in the health and renewable energy industries. In particular, the investment mandate is focused on high return investment opportunities, the ability to achieve a reasonable rate of capital appreciation and to seek liquidity in our investments. Clean Power’s most recent investment was in PowerTap (https://powertapfuels.com/) on October 27, 2020 (see the Company’s news release on October 28, 2020). A copy of Clean Power’s amended and restated investment policy may be found under the Company’s profile at www.sedar.com. Learn more about Clean Power by visiting our website at: https://cleanpower.capital/
Clean Power common shares are listed on the NEO Exchange