Cleantech Capital Inc.
TSX VENTURE : YES.P

March 02, 2016 16:34 ET

Cleantech Capital Inc. Provides Update on Qualifying Transaction With Char Technologies Inc.

TORONTO, ONTARIO--(Marketwired - March 2, 2016) -

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

Cleantech Capital Inc. ("Cleantech") (TSX VENTURE:YES.P) and CHAR Technologies Inc. ("CHAR") are pleased to announce completion of the first tranche of a private placement financing with the issuance by CHAR of 3,130,451 subscription receipts at a price of $0.1725 per subscription receipt. M Partners Inc. acted as Agent in connection with the private placement financing.

Each Subscription Receipt will be exchanged, without the payment of any additional consideration, for 0.02025 common shares of CHAR upon the satisfaction or waiver of all the conditions necessary to complete the previously announced (see press release of September 16, 2015) Qualifying Transaction of Cleantech. 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 of 49.382716 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 Cleantech common share received upon exchange of Subscription Receipts.

Cleantech has agreed to pay M Partners Inc., upon release from escrow of the Subscription Receipts, 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, CHAR 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 (see press release of December 1, 2015). In connection with the closing of the first tranche of the private placement, CHAR has issued to M Partners Inc. an aggregate of 1,826 Compensation Options.

Cleantech and CHAR anticipate closing a second tranche of the private placement financing prior to completion of the Qualifying Transaction for gross proceeds of approximately $55,000.

The proceeds from the private placement will be used for general working capital purposes.

In addition, shareholders of CHAR have approved the amalgamation with a wholly-owned subsidiary of Cleantech in connection with the Qualifying Transaction.

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).

About Cleantech

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 Qualifying Transaction is subject to a number of conditions, including but not limited to TSX Venture Exchange ("Exchange") acceptance and if applicable pursuant to the Exchange requirements, majority of the minority 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 filing statement to be prepared in connection with the Qualifying 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 proposed Qualifying Transaction and the proposed closing of the second tranche of the financing, including statements regarding the terms and conditions of the Qualifying Transaction. 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, that the ultimate terms of the Qualifying Transaction will differ from those currently contemplated, and that the Qualifying Transaction 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. Additional information identifying risks and uncertainties is contained in Cleantech's filings with the Canadian securities regulators, which 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 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 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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