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Net Zero Renewable Energy Inc. — Capital/Financing Update 2021
Dec 6, 2021
46651_rns_2021-12-06_258fbebe-2f4c-4138-97d4-6ae00ea6f80a.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
Item 1: Name and Address of Company
EnerDynamic Hybrid Technologies Corp. (the “ Company ”) 6040 Progress Street Niagara Falls, Ontario L2G 0C4
Item 2: Date of Material Change
November 26, 2021
Item 3: News Release
A news release was issued by the Company and filed on SEDAR at www.sedar.com on November 26, 2021.
Item 4: Summary of Material Change
The Company announced that it has closed a non-brokered private placement of $1,500,000.00 issuing 6,000,000 units (each a “ Unit ” and collectively, the “ Units ”) with each Unit consisting of one common share (a “ Share ”) and one-half of one common share purchase warrant (a “ 1/2 Warrant ”). Each whole warrant is exercisable for one common share of the Company at a price of $0.50 per share for a term of 24 months after closing until November 26, 2023 (the “ Offering ”).
Item 5.1: Full Description of Material Change
The Offering
The Company has closed the Offering and issued 6,000,000 Units for total gross proceeds of $1,500,000.00. Each Unit consists of one Share and a 1/2 Warrant. Each whole Warrant entitles the holder to purchase one additional Share at a per share price of CAD $0.50 until November 26, 2023. No finder’s fees were paid in connection with this Offering.
The proceeds from the Offering will be used by the Company for general working purposes and the Offering is subject to the final approval of the TSX Venture Exchange and other relevant regulatory authorities. All securities issued under the Offering, including common shares underlying the Warrants, are subject to a four month and one day hold period that expires on March 27, 2022 in accordance with applicable securities legislation and the policies of the Exchange.
Two insiders of the Company participated in the Offering subscribing for 356,000 Units. The subscription of Units to insiders under the Offering is considered to be a “Related Party Transaction” under Multilateral Instrument 60-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), however the Company intends to rely upon available exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Offering by insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The action disclosed herein has been approved by the board of directors of the Company.
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Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102 (Confidentiality)
Not applicable.
Item 7: Omitted Information
No information has been omitted on the basis that it is confidential information.
Item 8: Executive Officer
For additional information with respect to this material change, the following person may be contacted:
John Gamble Chief Executive Officer, President and Director 289 488-1699 Email: [email protected]
Item 9: Date of Report
This report is dated as of the 6th day of December 2021
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