China Keli Announces Non-Brokered Private Placement and Shares for Debt Transaction

Vancouver, British Columbia--(Newsfile Corp. - June 8, 2021) - China Keli Electric Company Ltd. (TSXV: ZKL.H) (the "Company" or "China Keli") is pleased to announce a non-brokered private placement of up to 4,347,826 common shares at $0.23 per share for aggregate gross proceeds of up to $1,000,000 (the "Private Placement"). Certain insiders may participate in the Private Placement.

Proceeds of the Private Placement will be used to settle the principal and interest on the Company's $200,000 bridge loan, maintain and bring up to date the Company's continuous disclosure record, pay outstanding accounts and invoices, and provide the Company with working capital to seek new business opportunities. Closing of the Private Placement is expected on or prior to June 30, 2021.

In addition, the Company announces that it has reached an agreement to settle $745,531 of the Company's outstanding debt with certain creditors of the Company. The debt settlement will result in the Company issuing 3,241,439 common shares at a price of $0.23 per share, in full and final satisfaction of the Company's obligations to such creditors (collectively, the "Shares for Debt Transaction"). It is expected the Shares for Debt Transaction will complete concurrently with or shortly following the completion of the Private Placement. The number of shares to be issued pursuant to the Shares for Debt Transaction will represent 71.75% of the Company's current issued and outstanding shares, or 36.5% following the completion of the Private Placement (assuming the Private Placement is fully subscribed) and the Shares for Debt Transaction.

No new insiders or control persons are expected to result from the Private Placement or Shares for Debt Transaction.

Mr. Philip Lo, Chief Executive Officer of the Company, states, "The Private Placement and Shares for Debt Transaction will enable the Company to pay off its debt, clear its accounts payable, and secure adequate working capital to sustain the Company's public company expenses in the near to mid-term. The clean balance sheet will also make the Company more attractive as we seek out new business opportunities."

Closing of the Private Placement and the Shares for Debt Transaction are subject to all necessary regulatory approvals including acceptance from the NEX Board of the TSX Venture Exchange. All shares issued in connection with the Private Placement and the Shares for Debt Transaction will be subject to a four-month hold period from the closing date under applicable Canadian securities laws. Finders' fees may be payable in connection with the Private Placement and those qualified persons involved as finders will receive a cash fee of 7% of the proceeds raised.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (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 registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

Forward-Looking Statements

This press release may contain forward-looking statements based on the Company's current expectations and assumptions as to a number of factors including regulatory approval. If those expectations and assumptions prove to be incorrect, or factors change, then actual results could differ materially from the forward-looking statements contained in this press release.

Generally, statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control, including changes in laws and regulations including changes in how they are interpreted and enforced, and obtaining required approvals of regulatory authorities. Therefore the Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements will transpire or occur, or if any of them do so, what benefits, the Company will derive therefrom. Such statements are based on assumptions made by the Company based on its experience perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances.

For further information, please contact:

CHINA KELI ELECTRIC COMPANY LTD.

Philip Lo, Chief Executive OfficerTel. No.: (86) 13632 173732Email: philip@zkl.cc^[1]

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 press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/87026^[2]

References

1. ^{^} philip@zkl.cc (www.newsfilecorp.com)
2. ^{^} https://www.newsfilecorp.com/release/87026 (www.newsfilecorp.com)