Eguana Announces $3 Million Private Placement

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CALGARY, May 29, 2019 /CNW/ - Eguana Technologies Inc. ("Eguana" or the "Company") (TSXV: EGT) (OTCQB:EGTYF) is pleased to announce that it has entered into an agreement with Bayfront Capital Partners Ltd. ("Bayfront" or the "Lead Agent"), to act as sole book-runner and lead agent on behalf of a syndicate of dealers to be named (the "Agents"), pursuant to which the Agents have agreed to offer for sale, on a reasonable commercial efforts basis, up to 3,000 unsecured convertible debentures (the "Debentures") of Eguana at a price of $1,000 per Debenture for aggregate gross proceeds of up to $3 million (the "Debenture Financing").

The Debentures will mature and be repayable on the date that is three (3) years (the "Maturity Date") from the closing date of the Debenture Financing (the "Closing Date"). The Debentures will have a coupon of 10% per annum payable in cash and compounded semi-annually and payable semi-annually or on such earlier date on which the Debentures are converted pursuant to their terms. The Debentures will be repaid in cash on the Maturity Date, subject to earlier conversion as described below. The Debentures will be issued pursuant to debenture certificates issued to each holder to be dated as of the Closing Date.

At any time prior to the Maturity Date, each holder of Debentures will be entitled to convert the principal amount of Debentures into units (each a "Unit" and together, the "Units") of the Company at a price of $0.15 per Unit (the "Conversion Price"). For greater certainty, each $1,000 principal amount of Debentures would convert into 6,666.67 Units. Each Unit shall consist of one common share in the capital of the Company (each a "Common Share" and together, the "Common Shares") and one-half of one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") shall enable the holder thereof to acquire an additional Common Share (each a "Warrant Share" and together, the "Warrant Shares") at a price of $0.20 per Warrant Share for a period of three (3) years following the closing date of the Debenture Financing.

Beginning on the date that is four months plus one day following the Closing Date, the Company can require the holders of Debentures to convert Debentures into Units on not less than 30 days' notice in the event that the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") is greater than $0.30 for any 20 consecutive trading days.

Use of proceeds from the Debenture Financing will be allocated to fund working capital and general corporate expenditures of the Company.

The Debentures shall be offered and sold by private placement (i) in Canada to "accredited investors" within the meaning of National Instrument 45-106 and other exempt purchasers in each province of Canada, as agreed upon by the Company and the Agents (as hereinafter defined), and (ii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Debentures. The Debentures and any Shares and Warrants issuable upon the conversion thereof will be subject to a statutory hold period in Canada of four months and one day after the closing date of the Debenture Financing.

As consideration for its services pursuant to the Debenture Financing, the Agents shall receive a cash commission equal to 7% of the gross proceeds raised pursuant to the Debenture Financing to be paid on the closing date (the "Commission").  The Company shall issue to the Agents, on the closing date of the Debenture Financing, 466.67 compensation warrants (the "Compensation Warrants") for each $1,000 principal amount of Debentures sold pursuant to the Debenture Financing. Each Compensation Warrant will entitle the holder thereof to acquire one Unit at a price of $0.15 per Unit for a period of three years from the closing date.

About Eguana Technologies Inc.

Based in Calgary, Alberta Canada, Eguana Technologies Inc. (EGT: TSX.V) (OTCQB: EGTYF) designs and manufactures high performance residential and commercial energy storage systems. Eguana has two decades of experience delivering grid edge power electronics for fuel cell, photovoltaic and battery applications, and delivers proven, durable, high quality solutions from its high capacity manufacturing facilities in Europe and North America.

With thousands of its proprietary energy storage inverters deployed in the European and North American markets, Eguana is one of the leading suppliers of power controls for solar self-consumption, grid services and demand charge applications at the grid edge. To learn more, visit www.eguanatech.com or follow us on Twitter @EguanaTech

Forward Looking Information

The reader is advised that some of the information herein may constitute forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning assigned by National Instrument 51-102 – Continuous Disclosure Obligations and other relevant securities legislation. In particular, we include, among other things: statements pertaining to the use of proceeds, the closing of the Debenture Financing, the ability of the Company to comply with terms of the Debenture, including but not limited to the interest payments and payments of the principal and the Company's ability to obtain necessary approvals from the TSX Venture Exchange.

Forward-looking statements are not a guarantee of future performance and involves a number of risks and uncertainties. Many factors could cause the Company's actual results, performance or achievements, or future events or developments, to differ materially from those expressed or implied by the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date hereof. Readers are also directed to the "Risk Factors" section of the Company's most recent audited financial statements which may be found on its website or at sedar.com The Company does not undertake any obligation to release publicly any revisions to forward-looking statements contained herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Eguana Technologies Inc.

Company Inquiries: Eguana Technologies Inc., Justin Holland, CEO, +1.416.728.7635, [email protected]