Tickers: XTSX:DOIT.P
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VANCOUVER, B.C. - TheNewswire - February 18, 2020 - Discovery One Investment Corporation (the "Corporation" or "DOIT") (TSXV:DOIT.P) Further to the Corporation's press releases dated October 4, 2019 and January 3, 2020, the Corporation wishes to provide an update regarding its proposed acquisition (the "Transaction") of Current Energy and Renewables Corp. ("CER") (formerly Current Power & Gas Inc.).
Bridge Loan
DOIT and CER have entered into a loan agreement with respect to the bridge loan previously announced in the Corporation's press release on January 3, 2020. The TSX Venture Exchange ("Exchange") has accepted the terms of the loan agreement and the Corporation has advanced a bridge loan in the aggregate principal amount of $225,000 to CER for working capital purposes, which will accrue interest at a rate of 15% per annum (the "Bridge Loan"). The Bridge Loan will mature on the earlier of the completion of the Transaction and the termination of the Amalgamation Agreement. The Bridge Loan is secured by a promissory note, a general security agreement pursuant to which CER granted the Corporation a security interest in CER's present and after-acquired personal property, and 3,000,000 common shares in the capital of CER.
Financing Restructured
The previously announced non-brokered unit private placement by DOIT has been restructured as a non-brokered private placement (the "Financing") of unsecured debentures (each, a "CER Debenture") to be completed by CER, to raise aggregate gross proceeds of up to $2,000,000. Each CER Debenture will have a term of two years from the closing date of the Financing and will bear interest at a rate of 6% per annum (compounded semi-annually) and all accrued interest will be payable at maturity. DOIT, CER and 1231986 B.C. Ltd. have entered into an amendment agreement dated February 18, 2020 (the "Amended Agreement") pursuant to which the parties agreed to amend the terms of the amalgamation agreement dated December 27, 2019 (the "Amalgamation Agreement") to reflect the new financing terms.
Pursuant to the terms of the Amalgamation Agreement, as amended by the Amended Agreement, upon completion of the Transaction, the CER Debentures will be automatically exchanged for convertible debentures of DOIT (each, a "DOIT Debenture"), having substantially similar terms as the CER Debentures, but will also be convertible into units of DOIT (each, a "Unit"). The principal amount of the DOIT Debentures will be convertible at the option of the holder, in whole or in part, into Units at a conversion price of $0.15 per Unit. Each Unit will be comprised of one common share in the capital of DOIT (each, a "DOIT Share") and one common share purchase warrant of DOIT (each, a "DOIT Warrant"). Each DOIT Warrant will entitle the holder to purchase one additional DOIT Share at a price of $0.25 per DOIT Share for a period of two years from the closing date of the Financing, subject to the following acceleration provision: if over a period of 10 consecutive trading days between the date of the Transaction and the expiry of the DOIT Warrants, the closing price of the DOIT Shares exceeds or is equal to $0.25 for each such day, DOIT shall be entitled to, in its sole discretion, within 30 days of such an occurrence, give written notice to the holders of the DOIT Warrants that such warrants will expire at 4:30 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date.
The Financing is subject to receipt of all necessary regulatory approvals, including the approval of the Exchange. All securities to be issued pursuant to the Financing are initially subject to an indefinite hold period under applicable Canadian securities laws commencing on the date of issuance. The hold period will be removed on the effective date of the Transaction.
General
CER has recently changed its name from to "Current Power & Gas Inc." to "Current Energy and Renewables Corp." to better reflect its core business of offering renewable energy solutions to its customers.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements (as defined in the policies of the Exchange), 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.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
The securities being offered under the Financing have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
We seek Safe Harbor.
ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION:
"Len Brownlie"
Director
For further information, please contact:
Discovery One Investment Corporation
Len Brownlie, Ph.D - President, Chief Executive Officer, and Director
Phone: (604) 649-5724
Email: firstsilver@hotmail.com
Current Energy and Renewables Corp.
David G. Coburn - Executive Chairman
Phone: (602) 315-1231
Email: dcoburn@CPG-energy.com
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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Forward-Looking Information Cautionary Statement
This news release contains forward-looking statements relating to the timing and completion of the transaction, the future operations of the Corporation and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. Forward-looking statements in this news release include, but are not limited to, comments regarding the terms of the Financing, completion of the Financing and the Transaction, and regulatory approvals to the Financing and the Transaction. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the transaction and the future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations include the failure to satisfy the conditions to completion of the transaction set forth above and other risks detailed from time to time in the filings made by the Corporation with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. As a result, the Corporation cannot guarantee that the transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Corporation will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
In the case of CER, this news release includes certain "forward-looking statements" which are particular to CER and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe CER's future plans, objectives or goals, including words to the effect that CER or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to CER, CER provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to comments regarding the terms of the Financing, completion of the Financing and the Transaction, and regulatory approvals to the Financing and the Transaction. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability of the CER to successfully implement its business development strategy and whether these will yield the expected benefits; competitive factors in CER's industry sector; the success or failure of business development programs; currently existing applicable laws and regulations or future applicable laws and regulations that may affect CER' s business; decisions of regulatory authorities and the timing thereof; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the economic circumstances surrounding CER's business, including general economic conditions in Canada, the US and worldwide; changes in exchange rates; changes in the equity market; inflation; uncertainties relating to the availability and costs of financing needed in the future; and those other risks to be disclosed in the filing statement or other disclosure document to be prepared in connection with the transaction. Although CER believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. CER 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.
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