PWWR Cleantech Power Corp

Cleantech Power Corp. (NEO: PWWR) (OTCQB: PWWRF) (Frankfurt: E43, WKN: A3EEHV) (“PWWR” or the “Company”), a diversified investment platform developing affordable, renewable, and reliable power and cleantech, is pleased to announce that the Company has entered into a non-binding letter of intent (the “Letter of Intent”) with an arm’s length third party to acquire, directly and indirectly, certain operating combined heat and power and other assets (the “CHP Assets”) located in North America (the “Potential Transaction”).

Pursuant to the Letter of Intent, the Company may acquire the CHP Assets by making two payments. The first payment relates to CHP Assets which are past commercial operation and will consist of a payment of approx. $7.5 million (the “COD Payment”). The COD Payment will be made on close of the Potential Transaction. The second payment relates to CHP Assets which are currently not past their commercial operation date and will consist of a payment of approx. $5 million (the “Non-COD Payment” and, collectively with the COD Payment, the “Aggregate Payment Amount”). The Non-COD Payment will be made in the sole-discretion of the Company. The Company believes that if consummated, the transactions contemplated in the Letter of Intent have the potential to provide the Company with approximately $1.5 million annual cash flow. Certain of the projects associated with the CHP Assets are subject to contract terms between 15 to 20 years.

“Cleantech Power is focused on delivering our vision of combining stable energy streams with advanced hydrogen technology to bring value to Investors,” stated Frank Carnevale, Chief Executive Officer of Cleantech Power Corp. “In addition to the Potential Transaction contributing towards the Company becoming EBITDA-positive, the new project pipeline associated with the CHP Assets would bring our current total on non-contracted sales leads to over $150 million in CHP projects to develop in the coming years.”

Revenue Growth & Synergies

The acquisition of CHP Assets is consistent with the Company’s previous acquisition dated April 22, 2023, and supports the Company’s focus on the development of affordable, renewable and reliable power assets.

The Potential Transaction is synergistic and has the potential to support the Company in the following ways:

• Deliver EBITDA to the Company;
• Provides approx. $100 million in potential future project opportunities;
• Cost of natural gas inputs and carbon taxes are covered by off-taker customers, limiting spark spread risk to the Company;
• Project economics are not anticipated to be subject to government subsidies or carbon credits to be viable;
• Adds project development and CHP experience to the Company;
• Off-takers of CHP Asset contracts may provide future opportunities to increase integration of fuel cells; and
• The CHP Assets may enable the use of other cleantech during the life-span of the contracts with customers.

The projects associated with the CHP Assets are synergistic with the Company’s experience in operations of other CHP assets currently in the Company’s portfolio. PWWR believes operations and generation production may be further optimized over time, providing the potential for increased returns to the Company and its shareholders. If consummated, the Potential Transaction is expected to assist the Company in funding current operations, including the development of its Fuel Cell Assets (as defined below) and other clean technology.

As announced on April 4, 2023, PWWR is currently working towards securing its Fuel Cell assets (the “Fuel Cell Assets”) held at Fuel Cell Power NV (“FCP NV”) in Belgium.

Financing

The Potential Transaction is non-binding in nature and is subject to the Company arranging suitable financing. There is no guarantee that financing will be arranged, however, the Company is exploring financing options, and may finance the Aggregate Payment Amount and the purchase of the CHP Assets through a combination of third-party secured debt, drawing down the approximately $5 million in convertible debt note financing announced on November 18, 2022 and March 14, 2023 that the company currently has access, or other financing alternatives.

The Company is currently performing financial, legal and operational diligence on the CHP Assets and will provide further update to the market if the Potential Transaction materializes.

2023 Priorities

On March 6, 2023, the Company announced 2023 Priorities, and the acquisition of the CHP Assets will contribute towards achieving EBITDA positive for the Company over the coming 5 to 7 quarters.

The Company will use this opportunity to assess and confirm financing opportunities to enable the development of sales opportunities it acquired from AI Renewables, sales pipeline within acquisition and additional project opportunities.

CLEANTECH POWER CORP. (NEO: PWWR)

PWWR is a diversified investment platform developing affordable, renewable, and reliable power assets and cleantech. We bring ‘Power to the People’ today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

PWWR is well positioned to deliver ‘Power to the People’ in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at www.cleantechpower.ca and the Company encourages investors and other interested stakeholders to follow it on: Twitter, Facebook, LinkedIn, Instagram, TikTok and YouTube. Common shares are listed for trading on the NEO under the symbol “PWWR”, the OTC Venture Exchange “OTCQB” under the symbol “PWWRF” and on the Frankfurt Exchange under symbol “E43” and “WKN A3EEHV”.

For further information, please contact:

Frank CarnevaleChief Executive Officer+1 (647) 531-8264fcarnevale@cleantechpower.ca

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “achieve”. Forward-looking statements in this news release may include, but are not limited to, the Letter of Intent, the CHP Assets, the method of financing the Aggregate Payment Amount, the COD Payment, the Non-COD Payment, the Potential Transaction and expectations relating therewith and statements with respect to the Company’s technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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