Le Lézard
Classified in: Business
Subject: FINANCING AGREEMENTS

PowerTap Announces Financing


VANCOUVER, British Columbia and ALISO VIEJO, Calif., June 28, 2023 (GLOBE NEWSWIRE) -- PowerTap Hydrogen Capital Corp. (NEO: MOVE) (OTC: MOTND) ("PowerTap" or the "Company" or "MOVE") is pleased to announce a non-brokered private placement offering (the "Private Placement") of a minimum of 588,235 units ("Units") and a maximum of 1,764,706 Units, for minimum gross proceeds of C$500,000 and maximum gross proceeds of C$1,500,000 (the "Offering").

Each Unit shall consist of one common share (each a "Share") and one half of one common share purchase warrant (with two such half warrants being a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one additional Share of the Company at a price of $1.15 for a period of two years following the closing of the Private Placement (the "Expiry Day").

The Warrants are subject to an acceleration clause such that, if the price at which the Shares trade on the NEO Exchange is greater than $1.35 for 10 consecutive trading days any time after the closing date of the Offering, the Company may accelerate the Warrant expiry date by giving notice to the holder of the Warrants. In such case, the Warrants will expire at 5:00 p.m. (Toronto time) on the date which is the earlier of: (i) the 30th day after the date on which such notice is given by the Company; and (ii) the Expiry Day.

The Company intends to use the net proceeds of the Private Placement for product and manufacturing development; sales and marketing; and G&A. The Private Placement is expected to close on or before August 7, 2023.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 ? Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers' resident in Canada (except Quebec) and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Private Placement is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Private Placement will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to this Private Placement that can be accessed under the Company's profile at www.sedar.com and on https://ir.powertapcapital.com/. Prospective investors should read this offering document before making an investment decision.

Completion of the Private Placement remains subject to the approval of the NEO Exchange. The Company may pay certain eligible finders, a finder's fee comprising a cash of up to 7% of the gross proceeds of the Offering and non-transferable finder's warrants of up to 7% of the number of Units purchased. Such finder's warrants shall entitle the holder to acquire one common share of the Company at a price of $1.15 for a period of 24 months from the date of issuance.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT POWERTAP HYDROGEN CAPITAL CORP.

PowerTap Hydrogen Capital Corp., through its wholly owned subsidiary, PowerTap Hydrogen Fueling Corp. ("PowerTap"), is focused on installing hydrogen production and dispensing fueling infrastructure in the United States. PowerTap's patented solution has been developed over 20 years. PowerTap is now commercializing its third-generation blue hydrogen product that will focus on the refueling needs of the automotive and long-haul trucking markets that lack hydrogen fueling infrastructure.
www.PowerTapcapital.com
www.PowerTapfuels.com

PowerTap Hydrogen common shares are listed on the NEO Exchange. Please visit the company's profile on the NEO Exchange website at https://www.cboe.ca/en/live/security-activity/MOVE#!/market-depth

PowerTap Contact:
Raghu Kilambi [email protected]
+1 (604) 687-2038

NEITHER THE NEO EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Notice Regarding Forward Looking Information:

This press release contains "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of PowerTap. Some assumptions include, without limitation, the development of hydrogen powered vehicles by vehicle makers, the adoption of hydrogen powered vehicles by the market, legislation and regulations favoring the use of hydrogen as an alternative energy source, the qualification for carbon credits (including the availability of credits, benefits, emission reductions, offsets and allowances, howsoever entitled, attributable to the production, combustion or other use of biogas), the availability of sufficient RNG feedstock the Company's ability to build out its planned hydrogen fueling station network, and the Company's ability to raise sufficient funds to fund its business plan. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur or be achieved. This press release contains forward-looking statements relating to those in respect of the proposed Private Placement, including the size, pricing and timing thereof, the type of securities being offered thereunder, the investors participating therein, the intended use of proceeds therefrom (including with respect to future development activities), and the conditions and approvals required and applications being filed in connection therewith. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking information contained in this press release.

Although the Company believes that the material factors, expectations, and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.



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