REPEAT - Cleantech Power Corp. Enters Into Non-Binding Letter of Intent to Acquire Combined Heat and Power Assets

TORONTO, May 16, 2023 (GLOBE NEWSWIRE) -- 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.