Blockchain Power Closes $43 Million Brokered Private Placement
January 8, 2018
TORONTO, ONTARIO – January 8, 2018: Blockchain Power Trust (formerly Transeastern Power Trust) (“Blockchain Power” or the “Trust”) (TSXV: BPWR.UN; TEP.DB) is pleased to announce that it has successfully completed its previously announced brokered private placement (the “Private Placement”) of 90,047,832 units (“Units”) of the Trust at a price of $0.48 per Unit (the “Issue Price”) for aggregate gross proceeds to the Trust of approximately $43,223,000, including the partial exercise of the Agents’ (as hereinafter defined) option. The Private Placement was brokered by a syndicate of agents led by GMP Securities L.P. and Haywood Securities Inc. and including PI Financial Corp. and AltaCorp Capital Inc. (collectively, the “Agents”).
Each Unit is comprised of one trust unit of the Trust (each a “Trust Unit”) and one-half of one Trust Unit purchase warrant (each whole Trust Unit purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Trust Unit at an exercise price of $0.80 per Trust Unit for a period of twenty-four months from the closing date of the Offering (the “Closing”).
The Trust intends to use the net proceeds of the Private Placement: (i) as to approximately $29,200,000 for the repayment of the previously announced short-term bridge financing and the balance of the purchase price for OMV Petrom Wind Power SRL which operates a 45 MW wind farm located in the Dobrogea Region of Romania (the “OMV Wind Project”); and (ii) as to the balance for general working capital purposes.
In connection with the Private Placement, the Trust paid the Agents a cash fee equal to 7.0% of the gross proceeds of the Private Placement. As additional consideration for their services, the Agents were also issued that number of non-transferrable compensation options equal to 7.0% of the number of Units sold pursuant to the Private Placement (each a “Compensation Option”). Each Compensation Option entitles the holder thereof to acquire one Unit at the Issue Price at any time prior to the date that is twenty-four months following the Closing.
Mr. J. Colter Eadie, Chief Executive Officer of Blockchain Power, commented: “We are very pleased to close this financing and move forward as an integrated renewable energy producer and cryptocurrency miner. With the addition of the operational OMV Wind Project we have materially increased our power production profile, the volume of EU Green Certificates that we will generate, and our internal capacity to power crypto currency mining operations. We are very excited to be on the leading edge of rolling out what we believe will prove to be a robust business model for this sector.”
The Trust Units, Warrants and Trust Units underlying the Warrants are subject to a hold period expiring May 9, 2018. The Private Placement remains subject to the final approval of the TSX Venture Exchange (the “TSXV”).
The Trust is also pleased to announce that, as a result of completing the Private Placement, it will proceed with its previously announced debt recapitalization. The Trust will be providing notice to redeem (the “Redemption”) all of its outstanding $31,410,000 principal amount of 7.5% unsecured convertible debentures, plus accrued and unpaid interest of approximately $3,260,000 (the “Debentures”), by issuing an aggregate of 72,235,681 Trust Units at the Issue Price to the holders of such Debentures.
In addition, the Trust will also be proceeding with its previously announced repayment (the “Note Repayment”) of an aggregate of approximately $5,835,000 of promissory note (including principal and accrued and unpaid interest and fees thereon) issued by the Trust in May 2017 and December 2017 with (i) approximately 7,900,706 Trust Units at the Issue Price in full satisfaction of the notes issued in May 2017; (ii) approximately 1,964,265 Trust Units at the Issue Price and approximately 3,280,316 Trust Unit purchase warrants (the “Note Warrants”) in full satisfaction of the notes issued on December 1, 2017; and (iii) and 1,237,500 Note Warrants in partial satisfaction of the notes issued December 15, 2017 with the balance of such notes to be repaid in cash. Each Note Warrant will entitle the holder thereof to acquire one Trust Unit at an exercise price equal to $0.65 per Trust Unit for a period of 12 months, subject to acceleration in certain events.
Finally, the Trust intends to proceed with its previously announced debt settlement of up to $2,100,000 with certain other creditors of the Trust by issuing Trust Units at the Issue Price or such other price as permitted pursuant to the policies of the TSXV.
The completion of the debt recapitalization and the debt settlement is subject to certain conditions including the approval of the TSXV.
For further information please contact:
|Ravi Sood||J. Colter Eadie||Mike Murphy|
|Chairman||Chief Executive Officer||Chief Financial Officer|
|+1 (647) 987-7663||+351 938 810 979||+1 (416) 625-5064|
About Blockchain Power
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been formed to acquire interests in renewable energy assets in Romania, other countries in Europe and abroad that can provide stable cash flow to the Trust and a suitable risk-adjusted return on investment. The Trust seeks to provide investors with long-term, stable distributions, while preserving the capital value of its investment portfolio through investment, principally in a range of operational assets, which generate electricity from renewable energy sources, with a particular focus on solar and hydro power. The Trust intends to qualify as a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act”). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act). All material information about the Trust may be found under Blockchain Power's issuer profile at www.sedar.com.
Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements are founded on the basis of expectations and assumptions made by the Trust. Details of the risk factors relating to Blockchain Power and its business are discussed under the heading “Risks and Uncertainties” in Blockchain Power's annual management’s discussion & analysis dated May 3, 2017 and Annual Information Form for the year ended December 31, 2016, a copy of each is available on Blockchain Power's SEDAR profile at www.sedar.com. Most of these factors are outside the control of the Trust. Investors are cautioned not to put undue reliance on forward-looking information. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Blockchain Power expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.