Cleantech Capital Inc.
TSX VENTURE : YES.P

December 01, 2015 17:44 ET

Cleantech Capital Inc. Announces Engagement of M Partners Inc.

TORONTO, ONTARIO--(Marketwired - Dec. 1, 2015) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES

Cleantech Capital Inc. ("Cleantech") (TSX VENTURE:YES.P) announces that M Partners Inc. (M Partners") has been engaged as agent in connection with a best efforts private placement financing of up to $2.5 million of subscription receipts ("Subscription Receipts") of CHAR Technologies Inc. ("Char"). Each Subscription Receipt will be issued at a price $0.1725 per subscription receipt and will be exchanged, without the payment of any additional consideration, for common shares of Char upon the satisfaction or waiver of all the conditions necessary to complete the Qualifying Transaction (as defined below) that may be satisfied prior to such closing. Such common shares of Char will be exchanged into common shares of Cleantech in connection with the completion of the Qualifying Transaction based on the same exchange ratio to be used in the Qualifying Transaction. Cleantech common shares are not being consolidated in connection with the Qualifying Transaction resulting in an effective price of $0.1725 per common share received upon exchange of Subscription Receipts.

Cleantech has agreed to pay M Partners a work fee of CDN$30,000 upon completion of a sponsorship or due diligence report; a cash commission of 7% of the aggregate proceeds sourced by M Partners; and options (the "Compensation Options") exercisable for two years, to acquire up to 7% of the offered securities sourced by M Partners exercisable at a price of $0.2225. In addition Cleantech has agreed to pay a cash commission of 7% of the aggregate proceeds sourced by selling group members, with 5% to be paid to selling group members and 2% paid to M Partners. In addition Cleantech has agreed to issue to M Partners Compensation Options to acquire 2% of the offered securities sourced by selling group members. Cleantech will pay a cash commission of 2% of the aggregate proceeds in respect of President's List.

The proceeds from the Private Placement will be used as to $2,000,000 for construction of a 10 tonne per day SulfaCHAR™ production unit and as to $500,000 for general working capital purposes.

This financing is being completed in connection with the previously announced business combination between Cleantech and Char (see press release dated September 16, 2015) The business combination is intended to be Cleantech 's qualifying transaction ("Qualifying Transaction") for the purposes of the TSX Venture Policy 2.4 Capital Pool Companies.

About Char

Char is in the business of producing a proprietary activated charcoal like material (SulfaCHAR™), which can be used to removed hydrogen sulfide from various gas streams (focusing on methane-rich and odourous air). The SulfaCHAR™, once used for the gas cleaning application, has further use as a sulfur-enriched biochar for agricultural purposes (saleable soil amendment product). Char was formed under the Business Corporations Act (Ontario) on February 9, 2011 and amalgamated on June 3, 2015.

About Cleantech Capital Inc.

Cleantech is a capital pool company governed by Exchange policies. Cleantech's principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Cleantech, Char, or their respective financial or operating results or (as applicable), their securities. Additional information identifying risks and uncertainties is contained in Cleantech's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies and shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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