Reservoir Capital Corp. (CSE: REO) ("
REO" or the
"
Company") is pleased to announce that, through
its wholly-owned subsidiary, Kainji Power Holding Limited
("
KPHL"), it has completed the previously
announced acquisition of Olocorp Nigeria Ltd.
(“
OLOCORP”) pursuant to a share sale and purchase
agreement and amending agreement (the
“
Agreements”) among the Company, OLOCORP, Clara
Olo and OLOCORP’s major shareholder Eric Olo
(“
EOLO”). Pursuant to the Agreements, REO acquired
the remaining 40% equity stake in OLOCORP in exchange for REO
issuing, among other things, a total of 38 million new REO common
shares (“
REO Shares”), as more particularly
described below (the “
Transaction”).
About Olocorp Nigeria
Limited
OLOCORP is a limited liability company
registered in Nigeria in 2013 for the main purpose of holding
shares in North South Power Company Ltd (“NSP”),
and currently owns 7,297,297 NSP shares. The consummation of the
Transaction makes OLOCORP a wholly-owned subsidiary and will add
3.7MW of net operating hydropower capacity to the Company.
Details of the Transaction
Pursuant to the Agreements, REO acquired the
remaining 40% equity stake in OLOCORP through KPHL in exchange for
consideration of $2.66 million in the form of: (i) 37,000,000 REO
Shares issued to certain designated beneficiaries of OLOCORP (the
“Designated Beneficiaries”) at a deemed price of
$0.07 per REO Share; and (ii) an aggregate of 1,000,000 bonus REO
Shares to the Designated Beneficiaries at a deemed price of $0.07
per REO Share for the timely consummation of this Transaction
giving 100% ownership and control of OLOCORP to REO & KPHL and
for holding 1 OLOCORP share in trust for REO.
Also pursuant to the Agreements, in partial
satisfaction of an outstanding debt of the Company in the amount of
$530,000 (the "Debt"), as evidenced by a
convertible loan note issued to EOLO, the Company entered into a
debt settlement agreement with EOLO to settle the Debt, pursuant to
which the Company issued 8,000,000 REO Shares to EOLO at a deemed
price of $0.06625 per REO Share (the “Debt
Settlement”). The remainder of the Debt was satisfied
through the issuance of a promissory note by KPHL to EOLO in the
amount of $200,000.
Immediately prior to the Transaction, REO had
529,347,377 REO Shares outstanding. Following completion of the
Transaction and Debt Settlement, REO has 575,347,377 REO Shares
outstanding. The REO Shares issued to the Designated Beneficiaries
and EOLO under the Transaction and Debt Settlement are subject to a
minimum four-month hold period and restrictions on transfer under
Canadian securities law.
In addition to the Transaction, EOLO’s last
remaining conditional cash payment of approximately $245,000
(US$180,000) from an earlier agreement (see News Release December
31,2019) has been replaced by a promissory note of $100,000.
Late Filing of Financial Statements due
to COVID-19 pandemic
REO has postponed filing its annual financial
statements, management's discussion and analysis and management
information circular for the year ended December 31, 2019
(collectively the “2019 Annual Documents”) due to
logistics and delays caused by the COVID-19 pandemic. In response
to the coronavirus disease 2019 pandemic, securities regulatory
authorities in Canada have granted a blanket exemption (under
National Instrument 51-102 Continuous Disclosure Obligations)
allowing issuers an additional 45 days to complete their regulatory
filings. REO estimates that its 2019 Annual Documents will be
available for filing at its earliest opportunity, which is expected
to occur prior to June 15th, 2020. Further to this exemption, the
Company has implemented a blackout policy that monitors and
restricts trading in the issuer's securities by directors, officers
and other insiders of the issuer until the 2019 Annual Documents
are filed. Other than the KPHL acquisition, as described in the
Company’s news release dated October 7, 2019 and October 29, 2019,
and the OLOCORP acquisition, as more particularly described in the
Company's news releases dated November 11, 2019 and December 31,
2019, there have been no material business developments since the
last interim financial statements for the period ended September
30, 2019 were filed.
About Reservoir Capital
Corp.
REO’s asset portfolio comprises
minority indirect economic interests in clean power assets
(currently 4 hydro power plants) representing 46.3MW
of net operating capacity.
REO’s latest 9 months Financial Statement
(ended Sept 30, 2019) shows a dividend income from the company’s
investments of $1,000,649 and operating cash flow from continuing
operations of $716,890 during the period.
REO’s Vision & Mission is
to assemble a balanced portfolio of producing and near-production
clean energy assets (with a current focus on Hydro &
Geothermal) in growing economies (with a current focus on
Africa).
REO’s strategy to achieve its
Vision is to approach shareholders of privately held quality assets
and offer them diversification, liquidity and exposure to a growing
portfolio assembled following a disciplined investment policy.
REO’s investment policy
consists essentially in taking carefully selected minority economic
interests in quality clean power assets in key geographies,
targeting regular dividend income over long periods, while offering
the potential for capital gain in the medium term.
Further Information
For more information on the Company, please
visit www.reservoircapitalcorp.com . Investors are cautioned that
trading in the securities of REO should be considered highly
speculative. Additional information on these and other factors that
could affect the operations or financial results of REO are
included in REO's CSE Listing Statement and most recently filed
quarterly report, each of which is filed with applicable Canadian
securities regulators and may be accessed through the SEDAR website
(www.sedar.com). The CSE have neither approved nor disapproved the
contents of this news release.
For any clarification, one may
contact:
Lewis RefordCEO,
Reservoir Capital Corp.Telephone: 416-399-2274Email:
ceo@reservoircap.team
NEITHER THE CSE NOR THE INVESTMENT
INDUSTRY REGULATORY ORGANIZATION OF CANADA ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Statements
Certain information set forth in this news
release contains “forward-looking statements”, and “forward-looking
information” under applicable securities laws. Forward-looking
statements relate to future events or future performance and
reflect the expectations or beliefs regarding future events of
management of REO. This information and these statements, referred
to herein as "forward looking statements", are not historical
facts, are made as of the date of this news release and include
without limitation, the filing of the 2019 Annual Documents and
REO’s management expectations to file the 2019 Annual Documents
within the time period described herein. These statements generally
can be identified by use of forward-looking words such as "may",
"will", "expect", "estimate", "anticipate", "intends", "believe" or
"continue" or the negative thereof or similar variations.
These forward looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. Important factors that may cause actual results to vary
include without limitation, risks relating to the preparation and
timing of the filing of the 2019 Annual Documents and general
economic conditions.
In making the forward looking statements in this
news release, REO has applied several material assumptions,
including without limitation that management of REO will be able to
file its 2019 Annual Documents within the time period described
herein. REO does not assume any obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements, unless and until required by applicable
securities laws. Additional information identifying risks and
uncertainties is contained in REO's filings with the Canadian
securities regulators, which filings are available at
www.sedar.com
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