VANCOUVER, BC – Hillcrest Energy Technologies (CSE:HEAT) (CNSX:HEAT.CN) (OTC:HLRTF) (FRA:7HIA.F) (“Hillcrest” or the “Company”), a cleantech innovation and e-mobility development company, is pleased to announce the Company has closed a non-brokered private placement previously announced on November 30, 2021.
Gross proceeds are CDN $3,632,900.00 resulting from subscriptions of 18,164,500 at a price of CDN $0.20.
The original terms of the non-brokered private placement consists of up to 15,000,000 units of the Company (“Units”) at a price of CDN $0.20 per Unit for gross proceeds of up to CDN $3,000,000 (the “Offering”). Each Unit consists of one common share (“Share”) and one share purchase warrant (“Warrant”). Each Warrant will be exercisable into an additional Share of the Company at a price of CDN $0.35 per Share for a period of two years.
A portion of the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as 937,500 Units were issued to certain insiders of the Company pursuant to the Private Placement. The issuance of the securities to the insiders are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) as the Company’s common shares are not listed on a specified market and the fair market value of these securities will not exceed 25% of the Company’s market capitalization.
All securities issued in connection with the Offering are subject to a four month hold period from the closing date, in accordance with applicable securities laws.
The Company paid eligible finders a cash commission in the aggregate amount of CDN $148,432 and issued an aggregate of 223,760 non-transferable finder’s warrants (the “Finder’s Warrants”). Each Finder’s Warrant entitles the holder to purchase one additional Share at a price of CDN $0.20 per Share for a period of two years from the closing of the Offering.
The Company also granted restricted stock units (“RSU”) to certain new advisors, consultants, directors, officers, and employees of the Company to purchase up to 5,600,000 common shares in the capital of the Company, at a grant price of CDN $0.18 per share, pursuant to the Company’s RSU Plan. All RSU’s are subject to various vesting criteria, including performance requirements.
The securities being offered have not been, nor will they be, registered under the United States Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.