REPEAT -- Clean Power Acquires Remaining Interest in PowerTap to Become 100% Owner of Hydrogen Fueling Company

Rhea-AI Summary

Clean Power Capital Corp. (OTC: MOTNF) has acquired the remaining shares of PowerTap Hydrogen Fueling Corp., increasing its ownership to 100%. The transaction solidifies Clean Power's commitment to developing a blue hydrogen fueling network in the U.S. PowerTap is focused on expanding its infrastructure for hydrogen vehicles. The acquisition involves issuing 22,000,080 common shares at $1.30 each, benefiting from exemptions under Canadian regulations. CEO Raghu Kilambi emphasizes the growth potential and commercialization opportunities from this acquisition.

Positive

• Acquisition of 100% ownership of PowerTap enhances Clean Power's position in the hydrogen fuel market.
• Strategic expansion into hydrogen fueling infrastructure aligns with anticipated growth in hydrogen vehicle sales.

Negative

• The transaction may lead to dilution of existing shareholders due to the issuance of a significant number of new shares.

VANCOUVER, British Columbia and IRVINE, Calif., May 07, 2021 (GLOBE NEWSWIRE) -- Clean Power Capital Corp. (NEO: MOVE)(FWB: 2K6)(OTC: MOTNF) (“Clean Power” or the “Company” or “MOVE”) is pleased to announce that it has completed the acquisition of the remaining shares in 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. Please visit the company's profile on the NEO Exchange website at https://www.neo.inc/en/live/security-activity/MOVE#!/market-depth.

PR Contact:
Vito Palmeri AMW PR
c: 347.471.4488 | o: 212.542.3146
vito@amwpr.com

Investor Contact:
Tyler Troup, Circadian Group IR
MOVE@circadian-group.com

Clean Power Contact:
Raghu Kilambi
raghu@hydrogenfueling.co
+1 (604) 687-2038

NEITHER THE NEO EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Notice Regarding Forward Looking Information:

This press release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Clean Power. Some assumptions include, without limitation, the development of hydrogen powered vehicles by vehicle makers, the adoption of hydrogen powered vehicles by the market, legislation and regulations favoring the use of hydrogen as an alternative energy source, the qualification for carbon credits, the Company’s ability to build out its planned hydrogen fueling station network, and the Company’s ability to raise sufficient funds to fund its business plan. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur or be achieved. This press release contains forward-looking statements pertaining to, among other things, the timing and ability of the Company to complete any potential investments or acquisitions, if at all, and the timing thereof. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking information contained in this press release.

Although the Company believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

FAQ

What is the significance of Clean Power's acquisition of PowerTap Hydrogen Fueling Corp.?

The acquisition allows Clean Power to fully control PowerTap, enhancing its ability to develop a hydrogen fueling station network.

What are the financial details of the acquisition involving MOTNF?

Clean Power issued 22,000,080 common shares at a deemed value of $1.30 each to acquire the remaining shares of PowerTap.

How will this acquisition impact Clean Power's future operations?

The acquisition is expected to advance Clean Power's commercialization efforts in hydrogen production and fueling infrastructure.

What is PowerTap's technology focus?

PowerTap is focused on building a blue hydrogen filling station network to support the growing market for hydrogen vehicles.

What risks are associated with Clean Power's acquisition of PowerTap?

The acquisition involves the potential for shareholder dilution and challenges in executing the growth plan for hydrogen infrastructure.