Vancouver, British Columbia--(Newsfile Corp. - October 14, 2025) - Hillcrest Energy Technologies (CSE: HEAT) (FSE: 7HI) ("Hillcrest" or the "Company"), announces it has entered into a Memorandum of Understanding ("MOU") with Pasqua First Nation #79 ("PFN") and a Letter Agreement with Apeiron Resources Ltd. ("Apeiron") to establish an Indigenous-majority owned entity focused on commercializing Hillcrest's Zero Voltage Switching ("ZVS") power conversion technology in Canada.
Partnership Structure
Under the MOU PFN may invest up to $3 million in Hillcrest. The investment is intended to support the further development and commercialization of Hillcrest's ZVS technology and support general operating needs.
The MOU establishes a framework for the parties to cooperate on business activities through the creation of a new entity ("NEWCO') to market, distribute, sell, and potentially manufacture ZVS products in Canada. Under the contemplated structure, PFN would hold majority ownership of NEWCO at 51 percent, with Hillcrest and Apeiron collectively holding the remaining 49 percent as separate interest holders.
Hillcrest will retain responsibility and be compensated for its efforts to further develop and deploy it's ZVS technology into power conversion products. The specific terms and related compensation will be negotiated among the parties as NEWCO's business activities are defined.
The MOU, effective September 29, 2025, and the Letter Agreement, effective October 14, 2025, do not constitute formal undertakings or binding agreements. Rather, they establish frameworks for cooperation and collaboration among the parties, with the objective of using commercially reasonable efforts to achieve the stated objectives. PFN and Apeiron Resources Ltd. are both at arm's length from Hillcrest.
Market Opportunity
Canada's clean energy market is projected to grow from 115 GW to 149 GW by 2030, with energy storage capacity alone expected to expand from 1 GW to 12-16 GW by 2035, representing over $143 billion in investment opportunities (Canadian Renewable Energy Market Outlook 2025, Renewables Association of Canada). The federal government has committed $93 billion in Clean Economy Investment Tax Credits through 2034, including up to 30% refundable credits for clean technology (Canada Revenue Agency). Wind, solar, and storage are expected to account for over 70% of all new electricity capacity additions through 2050 (Renewables Association of Canada). Indigenous-led partnerships have become increasingly central to this expansion, with Indigenous communities now participating in nearly 20% of Canada's clean electricity infrastructure development (Environment and Climate Change Canada, 2025).
Funding and Licensing
The venture with PFN and Apeiron is actively pursuing at least $10 million in operating capital through grants, loans, and guarantees from the Government of Canada and Government of Saskatchewan, as well as investments from other qualified investment entities. This funding will support NEWCO's commercialization activities, pilot testing, and made-in-Canada manufacturing capabilities.
Hillcrest may license its ZVS technology to NEWCO for building, assembling, testing, and manufacturing ZVS products, with terms and fees to be agreed upon. Future expansion to markets outside Canada may also be considered.
Management Commentary
"Working with Pasqua First Nation #79 and Apeiron Resources represents a strategic alignment that will accelerate the commercialization and sale of made-in-Canada power electronics products featuring Hillcrest's ZVS technology," said Don Currie, CEO of Hillcrest Energy Technologies. "These partnerships bring together Indigenous business leadership, local manufacturing capabilities, and proven clean technology innovation to create value for all stakeholders while advancing economic reconciliation in Canada."
"This partnership positions Pasqua First Nation #79 as a leader in clean energy technologies and advances our commitment to energy sovereignty," said Chief Fabian Ironeagle of Pasqua First Nation #79. "By participating in the development and commercialization of advanced power conversion technology, we are building capacity within our community and contributing to a more sustainable energy future for Canada."
"This collaboration represents more than a technological milestone—it's a testament to the power of Indigenous-led partnerships to drive economic development, environmental stewardship, and intergenerational equity," said Kirk Poitras, President and Founder of Apeiron Resources Ltd. "By bringing innovative power conversion technology to market, we're reinforcing the role of Indigenous Nations as leaders in shaping Canada's energy future."
The initiative reflects Apeiron's broader mission to empower Indigenous Nations through strategic partnerships, infrastructure development, and culturally grounded economic models. It builds on a growing portfolio of projects across Western Canada and the United States, including energy, housing, and community wellness initiatives.
Hillcrest Private Placement
Hillcrest is further pleased to announce its intention to complete an offering (the "Offering") of units of the Company (the "Units") of up to $7,200,000 comprised of: (i) up to $3,900,000 in proceeds to the Company to be raised via the issuance of Units at a price of $0.09 per Unit on a private placement basis (the "Cash Offering") and (ii) up to $3,300,000 in debt to be settled through the issuance of Units on the same terms as in respect of the Cash Offering (the "Debt Offering").
Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.12 per Common Share for a period of 24 months from the date of issuance. The Warrants will be subject to an accelerated expiry upon thirty (30) business days' notice from the Company in the event the Common Shares trade for ten (10) consecutive trading days any time after four (4) months from the date of issuance at a volume-weighted average price of at least $0.36 on the Canadian Securities Exchange (the "CSE").
It is intended that a portion of the Cash Offering will be connected to the PFN investment in Hillcrest as further described above, and PFN or an affiliate thereof, will invest in Hillcrest. The Company intends to use the proceeds from the Cash Offering for further development of its technology, marketing of its products to potential customers, investor relations activities, retirement of existing accounts payable, and general working capital.
In connection with the Debt Offering, the Company intends to enter into debt settlement agreements with certain creditors (the "Creditors") related to aggregate debt owing by the Company to the Creditors as follows: (i) approximately $1,320,000 in principal and accrued interest owing pursuant to loans obtained by the Company during the prior six months; (ii) approximately $1,700,000 in principal and accrued interest owing pursuant to debentures issued by the Company on January 29, 2025 and March 4, 2025; and (iii) $280,000 owing pursuant to outstanding services invoices and director fees (collectively, the "Debt"). In full satisfaction of the Debt, the Company will issue an aggregate of approximately 36,666,667 Units (subject to any adjustments necessary for accrued interest due to the passage of time) at a deemed price of CAD$0.09 per Unit to the Creditors (the "Debt Settlement").
The Units issued in connection with the Offering will be subject to a statutory four month and one day hold period, in accordance with the policies of the CSE and applicable Canadian securities laws.
The issuance of the Units pursuant to the Offering, including the completion of the Debt Settlement, is subject to certain conditions including the receipt of all necessary regulatory approvals, including the approval of the CSE.
Insiders, including related parties as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), may participate in the Offering. As described above, as part of the Debt Settlement, the directors of the Company are expected to settle an aggregate total of approximately $65,800 in outstanding director fees, owing by the Company to the directors, through the issuance of approximately 731,111 Units. Such insider participation will constitute a "related party transaction" under MI 61-101. The Company expects this participation to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), as the fair market value of the securities subscribed for will not exceed 25% of the Company's market capitalization.
Other Hillcrest Updates
The Company also announces the cancellation of the non-brokered private placement first announced by the Company on March 11, 2025. Hillcrest continues to work with the associated strategic investor on potential future investments and will continue to provide updates as they occur.
Further to the Company's press release issued on September 26, 2025, announcing the proposed extension of 4,350,000 warrants of the Company from an expiry date of October 4, 2025 to October 4, 2027 (the "Warrant Extension"), the Company confirms that the Warrant Extension has been consented to by all warrant holders and the Warrant Extension has been effected.
About Pasqua First Nation #79
Pasqua First Nation #79 is a Treaty First Nation in Saskatchewan. PFN has established a wholly owned entity, Pasqua First Nation Group of Companies (PFNGC), through which it conducts various business investments and economic development activities. PFNGC's portfolio includes PRO Metal, a subsidiary focused on metal fabrication and manufacturing.
PFN is also actively involved in renewable energy development, including participation in the Seven Stars Energy Project, a 200-megawatt wind energy initiative being developed in partnership with Enbridge and five other Indigenous partners. The project, targeted to be operational in 2027, will produce emissions-free power for over 100,000 Saskatchewan homes and represents significant Indigenous ownership and participation in clean energy infrastructure.
About Apeiron Resources Ltd.
Apeiron Resources Ltd. is a Métis, First Nation, and Native American owned corporation and Certified Indigenous Business driven by a single purpose: to build stronger communities through sustainable socio-economic partnerships. Rooted in their Nations, they invest time, resources, and passion into volunteer leadership, community sponsorships, and capacity-building initiatives that empower citizens and honours cultural heritage.
Through Apeiron's family of companies, they secure federal and provincial grants, provide fuel solutions, corporate indigenous governance, deliver skills training, and forge trust-based relationships between industry and Indigenous Nations. By connecting non-Indigenous organizations with authentic inclusion opportunities, they help the energy sector and beyond engage meaningfully with First Nation, Métis, and Native American tribes.
Every project they undertake reflects cultural values, fosters economic empowerment, and delivers generational impact. Together with their partners, they create lasting change by bringing employment, training, and economic growth back to communities while guiding their partners in reconciliation to achieve more.
About Hillcrest Energy Technologies
Hillcrest Energy Technologies specializes in innovating and commercializing advanced power conversion technologies for electric vehicles and grid-connected renewable energy systems. The Company is dedicated to developing high-efficiency solutions that reduce energy waste, enhance performance, and drive the next generation of electrification.
Hillcrest is publicly traded on the CSE under the symbol "HEAT," on the OTCQB Venture Market as "HLRTF," and on the Frankfurt Exchange as "7HI." For more information, visit: https://hillcrestenergy.tech.
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Cautionary Statement Regarding "Forward-Looking" Information
Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as "expects," "intends," "is expected," "potential," "suggests" or variations of such words or phrases, or statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. This forward-looking information is provided as of the date of this news release. The forward-looking information reflects our current expectations and assumptions and is subject to a number of known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to be materially different from any anticipated future results, performance or expectations expressed or implied by the forward-looking information. No assurance can be given that these assumptions will prove correct. Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company's control. Investors are advised to consider the risk factors under the heading "Risks and Uncertainties" in the Company's MD&A for the year ended Dec. 31, 2024, available at https://www.sedarplus.ca/ for a discussion of the factors that could cause the Company's actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking information. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.
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