Mr. Claes Ellegaard reports
SOLARVEST EXERCISES PURCHASE OPTION AGREEMENT ON INDUSTRIAL BUILDING AND LANDS; ENGAGES PARADOX PUBLIC RELATIONS; INTENDS TO HOST A ZOOM VIRTUAL INFORMATION SESSION
Solarvest Bioenergy Inc., through its Eversea Inc., has exercised a purchase option agreement on lands and an industrial building it has been leasing from the PEI (Prince Edward Island) provincial government. This purchase will allow the company to continue its R&D (research and development) work as well as providing a permanent facility for commercial production of algae for its Omega-3 product line. The building is 3332.8 square metres (35,875 square feet) and is situated on 6.5 hectares (16.1 acres) of land located at Greenfield Rd., Rte. 320, Summerville, PEI.
Funds to exercise the purchase option were raised through a separate entity, Summerville Holdings Inc., a non-arm's-length private PEI corporation owned primarily by certain insiders of the company. Pursuant to a purchase lease buyback agreement dated Oct. 27, 2022, between Eversea, Summerville and the company, Summerville has agreed to lend Eversea up to $500,000 to allow it to exercise the purchase option. In exchange for the loan, the company has agreed to, amongst other things: (i) transfer title of the land portion of the property to Summerville with a buyback provision in favour of Eversea which may be exercised at any time; (ii) grant a security interest to Summerville on the industrial building; (iii) pay annual interest of 12 per cent on the loan commencing on the earlier of three months after Eversea has exercised the purchase option or the company has completed an equity financing of not less than $650,000; and (iv) subject to regulatory consent, issue an aggregate of one million warrants, each warrant entitling Summerville to acquire one common share of the company at a price of 15 cents per share for a period of 24 months.
The participation by the related parties through Summerville in the buyback agreement constitutes a related party transaction, as defined under Multilateral Instrument 61-101
-- Protection of Minority Security Holders in Special Transactions
(MI 61-101) and, as such, normally triggers formal valuation and minority shareholder approval requirements. As the value of the buyback agreement does not exceed 25 per cent of its market capitalization, however, the company is of the view that it is entitled to rely on certain provisions in MI 61-101 which exempt the buyback agreement from these requirements.
Claes Ellegaard, chief executive officer of Solarvest, said, "This is an important asset we have secured in our strategic plan to begin revenue generation, especially as bringing the commercial production of Omega-3 in-house at our PEI facility is a critical component of our strategic plan."
Paradox Public Relations
The company has engaged Paradox Public Relations Inc. to provide investor relations services.
The agreement has a term of 36 months, effective Nov. 15, 2022, and can be terminated at any time without penalty by either party by giving 30 days notice in writing. Paradox will be paid a cash fee of $10,000 per month for its services. The company has also agreed to grant 500,000 stock options exercisable at 12 cents per share for a period of three years. The options vest in four equal quarterly tranches over 12 months, in accordance with the company's stock option plan and Policy 3.4 of the TSX Venture Exchange.
Paradox is a Montreal-based investor relations consultancy firm that has been in business for over 20 years. Paradox has represented a number of public companies through its extensive network and experience in the capital markets. Paradox's goal will be to increase visibility of the company in the
financial community and assist in identifying potential investors through the use of Paradox's contacts and proprietary database. Paradox's extensive experience provides a full-service approach to investor relations and a creative, results-driven investor relations programs for Solarvest.
Mr. Ellegaard, chief executive officer of Solarvest, added, "To continue the transition from a R&D driven organization to a commercially focused business entity, we intend to increase our financial communication significantly and we believe that Paradox will be a perfect conduit to assist us achieve this objective."
Zoom virtual information session
Finally, the company is pleased to announce that it will be holding an investors information session. Shareholders and investors are invited to attend the session hosted by the company using Zoom on Dec. 6, 2022, Tuesday, at 4 p.m. (EST). Mr. Ellegard, chief executive officer of Solarvest, will outline the company's vision and strategy, and the key issues facing the company, followed by a Q&A (question and answer) session.
Solarvest Bioenergy is an algae biologics company whose production platform provides it with an extremely flexible system capable of producing numerous products from omega 3 fatty acids to human therapeutic proteins. The company has successfully demonstrated the expression of BMP, a high-value therapeutic protein, viral antigens (immune stimulating proteins) and Cecropins (antimicrobial peptide/protein). The company has initiated a program for the expression of CBD (cannabidiol) and THC (tetrahydrocannabinol) to be produced in GMP (good manufacturing practice) fermentation facilities.
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