Charge Enterprises Enters into Securities Purchase Agreement with Island Capital Group LLC

Rhea-AI Summary

Charge Enterprises (NASDAQ:CRGE) has announced a Securities Purchase Agreement with Island Capital Group LLC, allowing for the issuance of approximately 1.4 million shares at $7 each, generating $7.5 to $10 million in gross proceeds. Additionally, the agreement includes warrants for up to 2 million shares at an exercise price of $8.50, set to close by April 26, 2022. Proceeds will be allocated for organic growth and working capital. The issued securities will not be registered under the Securities Act, pending future filing with the SEC.

Positive

• Proceeds from the agreement will support organic growth and working capital.
• Potential to raise up to $10 million through share issuance.

Negative

• Securities issued are not registered under the Securities Act, limiting immediate resale options.
• Issuance of warrants could lead to dilution of existing shares.

NEW YORK, NY / ACCESSWIRE / April 22, 2022 / Charge Enterprises Inc. (NASDAQ:CRGE) ("Charge"), consisting of a portfolio of global businesses with the vision of connecting people everywhere with communications and electric-vehicle charging ("EV") infrastructure, today announced it has entered into a Securities Purchase Agreement with an investment vehicle controlled by Island Capital Group LLC ("Island Capital"), a merchant bank with synergistic investing and advisory platforms specializing in real estate and real estate related transactions, that provides for the issuance of up to approximately 1.4 million shares of Charge common stock at a price of $7 per share, totaling gross proceeds of a minimum of $7.5 million and a maximum of $10 million. The Securities Purchase Agreement also provides for the issuance of warrants to purchase up to 2 million shares of Charge's common stock with an exercise price of $8.50 per share with a three-year term. Charge intends to use the proceeds of the transaction to invest in organic growth and for general corporate purposes and working capital. Charge expects the funding to close on or before April 26, 2022.

The securities offered and sold by Charge in the private placement have not been registered under the Securities Act of 1933 or state securities laws and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. Charge has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and the common stock underlying the warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Charge, nor will there be any sale of any such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.This press release is being issued pursuant to, and in accordance with, Rule 135c under the Securities Act.

About Island Capital
Island Capital Group LLC is a merchant bank headquartered in New York City with synergistic investing and advisory platforms specializing in real estate transactions. The company provides turnaround, restructuring, capital raising and other advisory services, with over 30 years of expertise in creating value across more than $250 billion of complex distressed transactions. Island Capital comprises a diverse platform of commercial real estate services, from fund management to financial advisory and consulting. The platform includes C-III Capital Partners LLC, NAI Global, Island Global Yachting and The Planning & Zoning Resource Company LLC. The company is led by Andrew Farkas as Chairman and CEO and is headquartered in New York, NY. For more information about Island Capital, please visit www.islandcapital.com.

About Charge Enterprises Inc.

Telecommunications
Our Telecommunications business ("Telecommunications") has provided termination of both voice and data to Carriers and Mobile Network Operators ("MNOs") globally for over two decades and we will selectively add profitable products and services to this long-established business.

Infrastructure
Our Infrastructure business ("Infrastructure") has a primary focus on two fast growing sectors: electric vehicle ("EV") charging, and Telecommunications Network 5G, including cell tower, small cell, and in-building applications. Solutions for these two sectors include: Design and Engineering, Equipment Specification and Sourcing, Installation, Data and Software Solutions, and Service and Maintenance.

To learn more about Charge, visit Charge Enterprises.

Notice Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or Charge's future performance. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates", "targets" or "believes", or variations of, or the negatives of, such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. All forward-looking statements, including those herein, are qualified by this cautionary statement.

Although Charge believes that the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include the business plans and strategies of Charge, Charge's future business development, market acceptance of electric vehicles, Charge's ability to generate profits and positive cash flow, changes in government regulations and government incentives, subsidies, or other favorable government policies, and other risks discussed in Charge's filings with the U.S. Securities and Exchange Commission ("SEC"). Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the factors that may affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release or as of the date or dates specified in such statements. For more information on us, investors are encouraged to review our public filings with the SEC which are available on the SEC's website at www.sec.gov. Charge disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Media Contacts:
Steve Keyes (248) 952-7022
Steve.keyes@centigrade.com

Investor Relations:
Carolyn Capaccio, CFA (212) 838-3777
Ccapaccio@lhai.com

SOURCE: Charge Enterprises Inc.

View source version on accesswire.com:
https://www.accesswire.com/698436/Charge-Enterprises-Enters-into-Securities-Purchase-Agreement-with-Island-Capital-Group-LLC

FAQ

What is the Securities Purchase Agreement announced by Charge Enterprises on April 22, 2022?

Charge Enterprises entered a Securities Purchase Agreement with Island Capital Group for issuing up to 1.4 million shares at $7 each, totaling between $7.5 million and $10 million.

What are the terms of the warrants associated with the Charge Enterprises agreement?

The agreement includes warrants to purchase up to 2 million shares at an exercise price of $8.50 per share, valid for three years.

How does Charge Enterprises plan to use the funds from the Securities Purchase Agreement?

The funds will be directed towards organic growth, general corporate purposes, and working capital.

When is the closing date for Charge Enterprises' Securities Purchase Agreement?

The funding is expected to close on or before April 26, 2022.

Are the securities from Charge Enterprises' agreement registered with the SEC?

No, the securities offered in the private placement have not been registered under the Securities Act.