Solar Alliance announced $1,000,000 non-brokered private placement and shares for debt exchange

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TORONTO and KNOXVILLE, Tenn., May 14, 2024 (GLOBE NEWSWIRE) — Solar Alliance Energy Inc. (‘Solar Alliance’ or the ‘Company’) (TSX-V: SOLR), a leading solar energy solutions provider focused on the commercial and industrial solar sector, is pleased to announced its intention to complete a non-brokered private placement of up to 20,000,000 units of the Company (the “Units”) at a price of C$0.05 per Unit for gross proceeds of up to C$1,000,000 (the “Offering”). Each Unit will be comprised of one (1) common share of the Company (a “Common Share”) and one (1) Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one (1) Common Share (a “Warrant Share”) at an exercise price of C$0.07 per Warrant Share at any time for a period of thirty-six (36) months following the closing of the Offering. Closing of the Offering is expected to be on or about June 20, 2024 or such other date or dates that that the Company may determine.

The Units will be offered by way of the “listed issuer” financing exemption (the “Listed Issuer Exemption”) under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Quebec, and such other jurisdictions as the Company may determine (the “Selling Jurisdictions”). Since the Offering is being completed pursuant to the Listed Issuer Exemption, the securities issued under the Offering will not be subject to a hold period under applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes. Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”) and applicable securities regulatory authorities.

In addition, the Company has agreed to settle CAD$115,000 of debt owed to an Insider of the Company, in consideration for the issuance of 2,300,000 Common Shares at a deemed price of CAD$0.05 per Common Share (the “Debt Settlement”). The debt is payable in respect of loans owed to the Insider by the Company. The closing of the Debt Settlement is subject to the approval from TSXV. The Corporation expects that the proposed Debt Settlement will assist the Company in preserving its cash for working capital and the board of directors of the Corporation believes the Debt Settlement is in the best interests of the Corporation. The securities to be issued pursuant to the Debt Settlement will be subject to a four month and one day statutory hold period from the date of issuance.

Certain directors, officers and Insiders of the Company are expected to acquire Units under the Offering and to participate in the Debt Settlement. Such participation will be considered to be a “related party transaction” as defined under the policies of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired or the participation in the Debt Settlement by the participating directors, officers and Insiders nor the consideration to be paid by such directors, officers and Insiders is anticipated to exceed 25 percent of the Company’s market capitalization. Units issued to directors, officers and Insiders of the Company will be subject to a hold period of four months in accordance with the policies of the TSXV.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.solaralliance.com. Prospective investors should read this offering document before making an investment decision.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the United States Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Myke Clark, CEO

About Solar Alliance Energy Inc. (www.solaralliance.com)

Solar Alliance is an energy solutions provider focused on the commercial, utility and community solar sectors. Our experienced team of solar professionals reduces or eliminates customers’ vulnerability to rising energy costs, offers an environmentally friendly source of electricity generation, and provides affordable, turnkey clean energy solutions. Solar Alliance’s strategy is to build, own and operate our own solar assets while also generating stable revenue through the sale and installation of solar projects to commercial and utility customers. The Company currently owns two operating solar projects in New York and actively pursuing opportunities to grow its ownership pipeline. The technical and operational synergies from this combined business model supports sustained growth across the solar project value chain from design, engineering, installation, ownership and operations/maintenance.

Statements in this news release, other than purely historical information, including statements relating to the Company’s future plans and objectives or expected results, constitute Forward-looking statements. The words “would”, “will”, “expected” and “estimated” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different than those expressed or implied by such forward-looking information. Such factors include but are not limited to: statements, projections and estimates with respect to the Offering and Debt Settlement, including the terms, timing and completion thereof, the use of proceeds of the Offering, the resale restrictions of the securities issued pursuant to the Offering, the issuance of the Units pursuant to the Listed Issuer Exemption uncertainties related to the ability to raise sufficient capital; changes in economic conditions or financial markets; litigation, legislative or other judicial, regulatory, legislative and political competitive developments; technological or operational difficulties; the ability to maintain revenue growth; the ability to execute on the Company’s strategies; the ability to complete the Company’s current and backlog of solar projects; the ability to grow the Company’s market share; the high growth US solar industry; the ability to convert the backlog of projects into revenue; the expected timing of the construction and completion of the 565-kW and 872 KW Tennessee solar project; the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the construction sector, capital market conditions, restriction on labour and international travel and supply chains; potential corporate growth opportunities and the ability to execute on the key objectives in 2024. Consequently, actual results may vary materially from those described in the forward-looking statements.

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