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Hypercharge Networks Corp. Closes Acquisition of Spark Charging Solutions Inc. to Accelerate the Adoption of the Electric Vehicle (EV) and the Shift Towards a Carbon Neutral Economy

  • Written by Newsfile

Vancouver, British Columbia--(Newsfile Corp. - November 9, 2021) - Hypercharge Networks Corp. (the "Company" or "Hypercharge") is pleased to announce it has acquired all of the issued and outstanding shares of Spark Charging Solutions Inc. ("Spark") pursuant to a share exchange agreement (the "Agreement") dated as of November 1, 2021, among the Company, Spark and the shareholders of Spark (collectively, the "Transaction"). The Transaction combines two established teams with experience in EV technology, software and hardware. Spark supplies and installs EV charging stations across Canada; and holds the exclusive Canadian distribution rights to all charging stations manufactured by Oasis Charger Corporation, based in Connecticut, USA. The combined teams will continue to grow as Hypercharge scales strategic operations and support of existing and new clients across North America.

"We are delighted to announce the acquisition of Spark Charging Solutions and have the Spark team join our growing Company," said David Bibby, President and CEO of Hypercharge. "Spark is one of the early pioneers in the EV charging industry, bringing over 5 years of direct industry experience and over 30 years' experience in the commercial electrical services industry."

"The combination of Spark and Hypercharge has brought together two great companies with experience and leadership in the EV space. With this valued combination, Hypercharge will deliver on its mission to accelerate the mass adoption of electric vehicles and to be an active participant in the protection of the environment for future generations." - Sion Jones, Founder and President of Spark Charging Solutions Inc.

Transaction details

Total consideration for the transaction is valued at CAD$2.4 million, which will be satisfied through the issuance of six (6) million common shares of Hypercharge (the "Consideration Shares"), and completion of debt and working capital payments. The Consideration Shares will be issued to the Spark shareholders (the "Spark Shareholders"). The debt payments consist of cash payments of $191,546.28 to the Spark Shareholders to satisfy existing debt that is owed by Spark. The working capital payments consist of cash payments of $215,000 to acquire Spark inventory. Pursuant to the Agreement, the Company will pay an advisory success fee (the "Advisory Success Fee") to Rockbank Capital Corp. (the "Advisor"). The Advisory Success Fee is equal to ten percent (10%) of the total issued and outstanding share capital of the combined company, which is equal to 4,219,670 common shares as of the date of the Transaction.

The Spark Shareholders and the Advisor will also be entitled to receive additional bonus payments based upon the achievement of the following milestones:

  1. 333,334 common shares issued to the Spark Shareholders and 333,334 common shares issued to the Advisor following the deployment of 150 chargers within 12 months of the Effective Date of the Agreement;
  2. 333,334 Shares issued to the Spark shareholders and 333,334 Shares issued to the Advisor, if Hypercharge hits a gross revenue of CAD$1,000,000 within 12 months of the effective date of the Agreement
  3. 333,334 Shares issued to the Spark shareholders and 333,334 Shares issued to the Advisor, if Hypercharge hits a gross revenue of CAD$4,000,000 within 36 months from the effective date of the Agreement.

Pursuant to the terms of the Agreement, Harrison Newlands has resigned as a Director of the Company, and Sion Jones has been appointed as a Director.

The Company and Spark are at arm's-length from Spark and the Transaction will not be a non-arm's length transaction pursuant to securities laws. The Transaction does not constitute a reverse takeover or a fundamental change for the Company under applicable laws, nor is it expected to result in the creation of any new insider or control person of the company. In connection with completion of the Transaction, the company has granted Spark the right to appoint one nominee to the Board of Directors of Hypercharge. No changes to management of the Company are anticipated in connection with completion of the acquisition.

We seek Safe Harbor.

For further information, please contact investors@hypercharge.com[1] or by phone at (888) 320-2633.

On behalf of the Board,Hypercharge Networks Corp.

David BibbyPresident & Chief Executive Officer1008 Homer Street, Suite 310Vancouver, BC V6B 2X1Tel: (888) 320-2633

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "holds", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" "plan is" or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur", "will be achieved" or "shortly".

Although Hypercharge believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. In particular, there is no guarantee that the combination of Hypercharge and Spark will succeed, that the share exchange will capitalize on transition to a carbon neutral economy, that the distribution rights of Spark will remain exclusive. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this press release, and Hypercharge does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/102587[2]

References

  1. ^ investors@hypercharge.com (www.newsfilecorp.com)
  2. ^ https://www.newsfilecorp.com/release/102587 (www.newsfilecorp.com)

Read more https://www.newsfilecorp.com/release/102587/Hypercharge-Networks-Corp.-Closes-Acquisition-of-Spark-Charging-Solutions-Inc.-to-Accelerate-the-Adoption-of-the-Electric-Vehicle-EV-and-the-Shift-Towards-a-Carbon-Neutral-Economy