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Loop Energy Inc. Investor Presentation 2021

Feb 8, 2021

47395_rns_2021-02-08_c72e3171-1d49-4161-839d-10f336d6339a.pdf

Investor Presentation

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IPO Presentation

Private & Confidential February 8, 2021

General

Prospective investors should rely only on the information contained in Loop Energy Inc.'s (the "Company", "us", "we" or "our") preliminary prospectus dated February 5, 2021 (the "prospectus"). This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the prospectus. A prospective investor is not entitled to rely on parts of the information contained in this presentation to the exclusion of others. Neither the Company nor any of the Underwriters have authorized anyone to provide prospective investors with additional or different information. The Company and the Underwriters are not offering to sell the common shares in any jurisdiction where the offer or sale of such securities is not permitted.

For prospective investors outside Canada, neither we, the Company nor any of the Underwriters has done anything that would permit this offering or possession or distribution of the prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Prospective investors are required to inform themselves about, and to observe any restrictions relating to, this offering and the possession or distribution of the prospectus.

THIS DOCUMENT IS BEING FURNISHED SOLELY IN RELIANCE ON APPLICABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY'S SECURITIES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY 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, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. ACCORDINGLY, ANY OFFER OR SALE OF SECURITIES WILL ONLY BE OFFERED OR SOLD (I) WITHIN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND ONLY IN RELIANCE UPON APPLICABLE EXEMPTIONS UNDER THE U.S. SECURITIES ACT AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT.

An investment in our common shares is subject to a number or risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under "Risk Factors" in the prospectus before purchasing common shares.

In this presentation, all amounts are in Canadian dollars, unless otherwise indicated. Capitalized terms that are not defined in this presentation have the meanings ascribed to them in the prospectus. Any graphs, tables or other information in this presentation demonstrating the historical performance of the Company or of any other entity contained in this presentation are intended only to illustrate past performance and are not necessarily indicative of future performance of the Company or such entities.

Forward-Looking Statements

This presentation contains forward-looking statements that relate to the Company's current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as "forecast", "target", "goal", "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and there can be no assurance that actual results will be consistent with these forward-looking statements. Given these risks, uncertainties and assumptions, prospective purchasers of common shares should not place undue reliance on these forward-looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under "Risk Factors" in the prospectus.

Although the Company bases these forward-looking statements on assumptions that it believes are reasonable when made, the Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company's results of operations, financial condition and liquidity and the development of the industry in which it operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, investors are cautioned not to place undue reliance on these forward looking statements. Any forward-looking statement that are made in this presentation speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

See "Forward-Looking Statements" and "Risk Factors" in the prospectus for more details.

By continuing and electing to view the presentation, you agree to the above terms, agree to maintain absolute confidentiality regarding the information contained in the presentation and further represent and warrant to the Company and agree that:

    1. you will not print, copy, videotape, record, hyperlink or otherwise attempt to reproduce or retransmit (in any form, including hard copy or electronic distribution format) the contents of this presentation;
    1. the login information provided to you has not been, and will not be, disclosed to any other person or entity;
    1. if you are accessing this website from the United States, you are a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act);
    1. irrespective of where you are resident or incorporated, you are a person who is permitted under applicable law and regulation to access and receive information of the kind contained in this website; and
    1. you have received a copy of and have read the preliminary prospectus.

If you are unable to give any of the foregoing representations or are otherwise restricted by law from accessing this website and viewing this presentation, please log out immediately.

Leadership Team

  • Joined Loop in 2012
  • 10+ years of senior management experience as President of Rampworth Capital Services, Exro Technologies, and Maclean Group Marketing
  • Responsible for the company's strategic planning, corporate leadership, market expansion, and managing key partner relationships

Darren Ready CFO

  • Joined Loop in 2016
  • 15+ years of experience in similar roles in the clean technology and bio technology sectors
  • Responsible for strategy, governance, and financial compliance
  • Has signed and negotiated JV agreements in Asia, and has public company experience for a TSE listed company with operations in China

  • 30+ years of experience in the automotive industry
    • Past experiences include CEO of the Automotive Fuel Cell Cooperation and led the Hybrid Development Center for Daimler Chrysler
    • Previously the President and CEO of the Canadian Hydrogen & Fuel Cell Association

Chief Scientist

from $6M to $60M Dr. Daryl D. Musselman VP Engineering

George Rubin Chief Commercial Officer

  • 15+ years of experience in research, development and project management
  • Responsible for leading and guiding the evolution of Loop's suite of fuel cell technology solutions
  • Past experiences include R&D at Ballard Power Systems, General Motors Fuel Cell, and National Research Council of Canada (NRC)

  • 30+ years of experience in the renewable energy and automotive sectors
  • Previously involved in vehicle design, and product development for auto companies, both Tier 1 and OEMs
  • At Endurance Wind Power, Daryl built a technical

▪ Seasoned technology executive with a strong scientific background and experience in building sales, business development, and marketing

organizations

team from 15 to 50+ in 3 years as revenues grew

▪ Previously Co-Founder and President of Day4 Energy Inc., where he grew the company from 5 to 265 employees, and sales in excess of $350M in 7 years

Chairman

Loop at a Glance

  1. As of December 31, 2020. Inclusive of patents in different stages (issued, in examination, and pending).

  2. Facility in China is leased and operated by the InPower-Loop JV.

MISSION: CLEAN POWER TO MOVE YOU

Our mission is to create world-changing fuel cell products through ingenuity and customer collaboration to drive a thriving hydrogen society

Private & Confidential

Reduce GHG Emissions

Electrify Commercial Vehicles

Superior Operating Characteristics

US$50B+ Market Opportunity

Electrification is a Global Mega Trend

96% of Countries are Committed to the Paris Agreement

Decline in TCO of clean technologies are expected to accelerate mass adoption

The EU Commission has proposed meeting CO2 emission targets through adoption of ZEV technologies

Select Parties who have Agreed to the Paris Agreement

OEMs have been investing heavily to electrify

Corporates moving to electrify their fleets

Support from Climate Action 100+, a group of more than 500 investors managing US$50+ trillion

Governments have outlined targets for charging and H2 refueling stations

Source: European Union, Climate Action 100+, UNFCC - Paris Agreement Status of Ratification, and publicly available information.

Unprecedented Commitment on H2 from Countries Globally

Creating a €10+ trillion market by 2050

BEV + H2 is the Only Solution that Currently Exists for Long Range

Source: Fueling the Future of Mobility, Green Car Reports, Hydrogen Council reports, Center for Transportation and Environment, and publicly available information.

  1. Based on multiple test runs utilizing Loop's fuel cell modules as range extenders in battery electric trucks.

Aim to be a Leading Hydrogen Player Globally

Industry Leading Products Provide Best-in-Class Results

1. As of December 31, 2020. Inclusive of patents in different stages (issued, in examination, and pending).

  1. Based on Loop's internal testing and modelling results, and comparisons of published studies of the performance of fuel cells from other manufacturers and competitors. In order to quantify the benefit of eFlowTM technology directly, Loop purchased commercially available CCM materials from a top competitor, built them into Loop's eFlowTM fuel cell stack, and then operated this stack at Loop's best estimate of the top competitor's operating conditions using publicly available information.

Why Customers Choose Loop's Fuel Cells?

Source: Company estimates, Fueling the Future of Mobility, Hydrogen Council reports, and publicly available information.

  1. Data is representative of drayage trucks.

  2. Estimating ~7.7kg/100km for transit bus, hydrogen cost of US$5.5 per kg, 16% fuel savings vs. baseline FCEV TCO, and a 17 year lifespan.

)

+50% more peak power

+90% more peak power

    1. Loop believes its eFlowTM-equipped fuel cells can generate up to 90% more peak power vs. competing products in a comparable package size.
  • Private & Confidential 12 2. Based on Loop's internal testing and modelling results, and comparisons of published studies of the performance of fuel cells from other manufacturers and competitors. In order to quantify the benefit of eFlowTM technology directly, Loop purchased commercially available CCM materials from a top competitor, built them into Loop's eFlowTM fuel cell stack, and then operated this stack at Loop's best estimate of the top competitor's operating conditions using publicly available information.

3. Durability

Source: Transport in PEMFC Stacks summary presentation for US DOE H2 Program.

  1. Based on Loop's internal testing and modelling results, and comparisons of published studies of the performance of fuel cells from other manufacturers and competitors. In order to quantify the benefit of eFlowTM technology directly, Loop purchased commercially available CCM materials from a top competitor, built them into Loop's eFlowTM fuel cell stack, and then operated this stack at Loop's best estimate of the top competitor's operating conditions using publicly available information.

Industry Leading Fuel Cell Technology

  • Core patents extend reliability and power density while reducing heat and operating pressure
  • Lower capital cost than competitors due to up to 45% less bipolar plate and MEA materials(1)
  • Superior efficiency and lifetime TCO savings of up to US$300,000(2) of fuel savings compared to competing technologies

Investments from Leading Industry Player

  • Significant recent investments into the fuel cell industry underscore viability of technology
  • Loop received 2 rounds of equity investments from Cummins to fund product development, project deployment and growth plans

Partnerships with Leading OEMs Provide Validation and Global Reach

  • Blue chip partners and investments from leading industry players
  • Relationship with InPower provides Loop with access to the largest near-term hydrogen market – China
  1. Based on Loop's internal testing and modelling results.

  2. Estimating ~7.7kg/100km for transit bus, hydrogen cost of US$5.5 per kg, 16% fuel savings vs. baseline FCEV TCO, and a 17 year lifespan.

In the Market, Shipping Units, Gaining Traction

Source: Company, press releases, and publicly available information.

Momentum in Loop Sales Strategy

Note: All figures in C$, unless otherwise noted.

Technology Combined with Manufacturing

Burnaby, British Columbia Langfang, China (InPower-Loop Energy JV) New Facilities
Self contained 14,000 ft2 facility▪ ▪Fuel cell module assembly facility
▪Manufacturing capabilities: ▪Building is owned by JV partner
Description ▪Fuel cell module assembly pilot line Description ▪~35,000 ft2 occupied floor space New Facilities
(allows for process deployment topartners) ▪Full manufacturing and testing capabilities
Products ▪Fuel cell stacks and modules Products ▪Fuel cell modules ▪Increase capabilities and production capacity inBritish Columbia and China(2)
ProductionVolumeCapacity ▪3,000 fuel cell stacks per year(1)▪100 fuel cell modules per year (scalable to1,000 modules) ProductionVolumeCapacity ▪Equipped for short run volume productionof fuel cell modules to produce high qualityrepeatable products ▪Increase stack assembly capabilities to incorporateautomation
TestingCapabilities ▪5 kW, 30 kW fuel cell stacks▪50 kW fuel cell modules TestingCapabilities ▪Up to 80 kW fuel cell modules ▪Bring plate manufacturing inhouse to lower COGS
MarketsServed ▪North America and Europe MarketsServed ▪China
  1. Based on three eight-hour shifts per business day.

  2. Loop plans to open a new facility in China and upgrade existing facility in British Columbia.

Highly Experienced Team to Execute on Plan

Significant Market Opportunity Ready to Commercialize

Robust Products to Capitalize on Significant Market Segments

Source: Company estimates, OICA survey, IEA Global EV Outlook 2019, H2FC SUPERGEN, Global Market Insights, Fueling the Future of Mobility, Hydrogen Council reports, and publicly available information. Note: All figures in US$ billions, unless otherwise noted.

  1. Commercial applications include light / medium trucks, heavy trucks, material handling, buses, and mining trucks.

  2. Key Focus includes light / medium trucks, heavy trucks, material handling, buses, and mining trucks.

  3. Other markets include portable power and electrolyzers.

Ecosystem of Players

In accordance with Section 13.7(4)(b) of National Instrument 41-101 – General Prospectus Requirements, all the information relating to comparables and any disclosure relating to the comparables, which is contained in the presentation to be provided to potential investors has been removed from this template version for purposes of filing on the System for Electronic Document Analysis and Retrieval.

Well-Positioned to Benefit From a Growing Market Opportunity

Near Term Applications

Primary focus on applications with:

  • High level of electrification
  • Large number of OEMs with electrified vehicle platforms
  • Strong fit with current product power output range

Medium Duty Trucks Material Handling Vehicles Light Commercial Vehicles

Transit Buses Heavy Duty Trucks Stationary Power

Mid to Long Term Applications

Primary focus on applications with:

  • Strong eFlowTM value advantage
  • Large market potential for electrified solutions
  • Motivated strategic channel partners

Light Commercial Vehicles

Mining Trucks Heavy Duty Trucks

Source: Company estimates.

  1. Loop's target is in line with published Gross Margin Percentage targets and EBIT Margin Percentage targets by 2030 from leading competitors.

Focus on Rapidly Growing, Zero Emission Commercial Applications

Industry Leading Fuel Cell Technology

Partnerships with Leading OEMs Provide Validation and Global Reach

Aims to be a Top Five Player Through Execution of a Well-Defined Go To Market Strategy

Seasoned Leaders and Industry Experts

Summary of the Offering

Issuer ▪Loop Energy Inc. ("Loop" or the "Company").
Offering ▪[●] Offered Shares ([●] Offered Shares if the Over-Allotment Option is exercised in full).
Offering Price ▪It is anticipated that the Offering Price will be between $12.00 and $16.00 per Offered Share.
Offering Size ▪$100,000,000 ($115,000,000 if the Over-Allotment Option is exercised in full).
Over-Allotment Option ▪The Company has granted the Over-Allotment Option to the Underwriters, which is exercisable, in whole or in part, and from time to time, in the sole discretion of the Underwriters, for aperiod of 30 days from the Closing Date, and pursuant to which the Underwriters may purchase up to an additional [●] Offered Shares at the Offering Price, to cover over-allotments, ifany, and for market stabilization purposes.
Shares Outstanding ▪Upon completion of the Offering, an aggregate of [●] Common Shares will be issued and outstanding. If the Over-Allotment Option is exercised in full, [●] Common Shares will be issuedand outstanding.
Use of Proceeds ▪After deduction of the Underwriters' Fee (of $[●]) and estimated expenses of the Offering payable by the Company of ($[●]), the Company anticipates that it will receive net proceeds ofapproximately $[●], or $[●] if the Over-Allotment Option is exercised in full (in each case, assuming there are [●] Offered Shares sold to President's List purchasers in the Offering).▪The Company intends to use the net proceeds of the Offering as follows:▪product and technology development;▪sales, general and administration expenses; and▪capital assets.
Lock-Up Arrangements ▪In connection with the completion of the Offering, the Company and each of the Company's directors and officers and their respective associates and certain beneficial shareholders ofthe Company will enter into customary Lock-Up Agreements valid for a period of 180 days after the Closing Date.
Listing ▪The Company has applied to list the Offered Shares on the TSX under the symbol "LPEN". Listing will be subject to the Companyfulfilling all the listing requirements of the TSX.
Eligibility ▪Eligible for RRSPs, RRIFs, RDSPs, DPSPs, RESPs and TFSAs.
Offering Type ▪Initial public offering under a long-form prospectus filed in each of the provinces of Canada. Private placement in the U.S. to "qualified institutional buyers" pursuant to Rule 144A of theU.S. Securities Act, and internationally as permitted by law.
Investor Rights Agreement ▪Pursuant to the Investor Rights Agreement, a wholly-owned indirect subsidiary of Cummins Inc. will be granted Nomination Rights,Demand Registration Rights, Piggy-Back RegistrationRights and Pre-Emptive Rights.
Sole Bookrunner ▪National Bank Financial Inc.
Underwriting Fee ▪6.00% (3.00% for Offered Shares sold to President's List purchasers, who may purchase up to an aggregate of $[●] of Offered Shares).
Pricing Date ▪Expected week of February 15, 2021.
Closing Date ▪Expected week of February 22, 2021.

Appendix

Financial Highlights

Capitalization Table

Beneficial Holder CurrentOwnership(1) Post-Consolidation(2)Ownership Percentageof Total
(#) (#) (%)
Cummins Inc. 20,833,333 6,944,444 25.4%
InPower 4,000,000 1,333,333 4.9%
Management & Board(3) 8,677,629 2,892,543 10.6%
Other Shareholders 48,472,889 16,157,630 59.1%
Common Shares O/S 81,983,851 27,327,950 100.0%
Add: Options Outstanding(4) 7,805,000 2,601,667
Add: Warrants Outstanding(4) 200,000 66,667
Fully Diluted Shares 89,988,851 29,996,284

Balance Sheet

(Expressed in Canadian dollars)

September 30, 2020
Assets
Cash 6,336,671
Accounts receivable 566,271
Other current assets(5) 2,108,124
Investment in joint venture 245,115
Right-of-use asset 314,548
Equipment and leasehold improvements 2,143,368
Total Assets 11,714,097
Liabilities
Accounts payable and accrued liabilities 1,257,240
Lease liabilities 486,157
Convertible debentures 3,563,567
Total Liabilities and Shareholders' Equity 11,714,097
Total Shareholders' Equity 3,371,802
Total Liabilities 8,342,295
Other current liabilities(6) 2,204,313
Long-term debt 831,018
  1. Current Ownership includes debentures which will be converted to common shares prior to the Offering.

  2. Post-Consolidation adjusts for the consolidation of the issued and outstanding common shares on the basis of 1 postconsolidation common share for each 3.00 pre-consolidation common shares prior to the Offering. Dilutive Securities have a weighted average strike price of $1.03 per option & $1.50 per warrant on a Post-Consolidation basis.

  3. Includes Allan Collings, Neil Murdoch, Ben Nyland, and Darren Ready.

  4. Additional options or warrants may be issued to special advisors at the time of the Offering.

  5. Other current assets include tax credit receivable and prepaid expenses and advances.

  6. Other current liabilities include deferred revenue and recoveries.