AmmPower Corp. Announces Letter Agreement for Acquisition of 50.05% of the Common Shares of Progressus Clean Technologies, Inc.

TORONTO, ON / ACCESSWIRE / December 30, 2022 / AmmPower Corp. (CSE:AMMP)(OTCQB:AMMPF)(FSE:601A) (the "Company" or "AmmPower") is pleased to announce that it has entered into a binding letter agreement (the "Letter Agreement") to acquire 50.05% of the issued and outstanding common shares of Progressus Clean Technologies, Inc. ("Progressus"), a venture stage green technology company focused on the development of novel hydrogen generation and separation technologies (the "Transaction").

Progressus' intellectual property has the potential to directly improve the ‎efficiency of ammonia production through the extraction of hydrogen from dilute syngas. ‎AmmPower expects to be able to use the Progressus hydrogen extraction technology in a ‎variety of ammonia use cases, including shipping, cracking, and for use in its IAMM™ ‎fertilizer units. By ‎bringing together the right partners and technologies, the Transaction marks a key step in ‎unlocking shareholder value.‎

‎"The Progressus intellectual property allows us to expand our technology based clean energy ‎agenda. We have multiple use applications where the Progressus technology will enable us to ‎be more vertically integrated while reducing system costs," said Dr. Gary Benninger, CEO and ‎Executive Chairman of AmmPower.‎

Transaction Details

Under the terms of the Letter Agreement, the Company will acquire 50.05% of the issued and outstanding common shares of Progressus (the "Progressus Shares") from certain shareholders of Progressus (the "Vendors"). In consideration for the Progressus Shares, the Company will issue an aggregate of 50,000,000 common shares of the Company (the "Company Shares") to the Vendors at a deemed price of C$0.30 per Company Share.

In connection with the Transaction, the Vendors have also agreed to provide to the Company an aggregate loan of $500,000 payable as follows: (a) $250,000 on the closing of the Transaction (the "Initial Loan") and (b) $250,000 on the date that is 30 days following the closing of the Transaction (the "Additional Loan"). Both the Initial Loan and Additional Loan will bear an interest rate of 10% per annum, mature twelve months from the date of funding and be convertible into Company Shares at a deemed conversion price equal to the trading price of the Company Shares on the Canadian Securities Exchange on the date of conversion.