Conclusion of an Agreement in Principle With Respect to a Qualifying Transaction Between Orletto Capital II Inc. and Enerdro Inc.
QUEBEC CITY, Quebec, Jan. 12, 2021 (GLOBE NEWSWIRE) — Benoit Chotard, President and Chief Executive Officer of Orletto Capital II Inc. (“Orletto”) (TSX-V “OLT.P”), a Capital Pool Company, is pleased to announce the conclusion of an agreement in principle with ENERDRO Inc. (“ENERDRO”) on January 6, 2021 for the realization of a qualifying transaction, as per Policy 2.4 of the TSX Venture Exchange (the “Exchange”).
About ENERDROENERDRO is a renewable energy group, focusing specifically on small-scale hydroelectric power generation in North America and Europe. ENERDRO acquires manages finances and maintains small hydroelectric power plants with capacity output in the range up to 25 MW.Summary of the Terms of the Agreement in PrincipleAccording to the terms of the agreement in principle, Orletto proposes to acquire all the issued and outstanding securities of ENERDRO by the issuance of common shares and, upon the closing of the acquisition, the shareholders of Orletto and ENERDRO will hold respectively 18,52% and 81,48% of all the issued and outstanding common shares of Orletto, calculated prior to any additional financing. The qualifying transaction is subject to various conditions such as its approval by the board of directors of Orletto and ENERDRO, the hiring of a brokerage firm and the completion of a concurrent private or public placement of a minimum of $3,000,000 and a maximum of $5,000,000. The qualifying transaction constitutes an arm’s length qualifying transaction and is not subject to shareholder approval. Furthermore, the Exchange has not considered the merits of the contemplated qualifying transaction. A more detailed press release will be subsequently published in order to provide additional details on the contemplated qualifying transaction. Consequently, trading in the common shares of Orletto will remain halted until the publication of a press release announcing that trading in the common shares is resumed.Further Details Regarding ENERDROBased on the unaudited financial statements of ENERDRO for the year ended December 31st 2020, ENERDRO had total current assets of approximately $20,000, total current liabilities of approximately $80,000 and a shareholders’ equity of approximately $5,500,000. ENERDRO has generated $0 in revenue, a gross margin of $0 and a net loss of $150,000.Buckell Trust which the fiduciary Dave B. Gagnon, 9029-6799 Québec Inc. owned by Daniel Charette and JURAFE Trust which the fiduciary Stéphane Dallaire respectively hold, directly or indirectly, 8,611,343 shares, 7,151,793 shares and 5,692,244 shares in the capital of ENERDRO, which represent an aggregate of 88,5% of the voting shares of ENERDRO. To the knowledge of Orletto and ENERDRO, no other person will beneficially own, directly or indirectly, or exercise control or direction over, more than 10% of the voting rights attached to all of the outstanding shares of Orletto after the completion of the proposed qualifying transaction.Directors and Officers of ENERDROSubject to applicable approvals, it is anticipated that the five directors of ENERDRO will be nominated shortly. Management of ENERDRO will include Dave B. Gagnon as Chief Executive Officer and Chairperson of the Board, Daniel Charette as executive Vice President and Chief Operation Officer, Kyle Appleby as Chief Financial Officer, Stéphane Dallaire as Head of Corporate Finance, Laëtitia Fière as executive Vice President and Sid Zerbo as Head of Engineering. Biographies for the officers and directors of ENERDRO are described below.Member of the Board of directorsThe board members of ENERDRO will be nominated shortly.Officers of ENERDRODave B. Gagnon – Chief Executive Officer and Chairperson of ENERDRODave B. GAGNON is a Canadian sustainable entrepreneur. He joined the family business and through his vision and ability to establish strategic partnerships he allowed the company to reach new heights, expanding the business internationally and giving it access to large and high-profile projects for major public entities. He also implemented the company’s the first sustainable development policies before this became common practice. After several years working in the family business, he decided to acquire new skills and joined a subsidiary of the Caisse de dépôt et placement du Québec” where he helped other entrepreneurs grow their business and gained deep knowledge of the financial markets. The position was interesting and challenging, but eventually his entrepreneurial nature and visionary drive led him to start new business ventures.Mr. GAGNON is currently a main shareholder and Chairman l CEO of ENERDRO incorporated, invested in small Hydropower operations in North America, Europe and Chairman of BUCKELL l Co, a family-owned private sustainable group specializing in Renewable Energy, Lithium-ion & Green Hydrogen solutions.Daniel Charette – Executive Vice President and Chief Operation OfficerDaniel CHARETTE is a veteran in Renewable Energy and an entrepreneur that has been managing many sustainable energy companies for over 30 years. In the early days of the start of the Canadian wind energy sector, he has held numerous positions within renewable energy in Canada and internationally. In 1998, he was appointed Director of Manufacturing by Danish Wind Turbine manufacturer NEG Micon A/S to set-up first Canada’s wind turbine nacelles assembly plant. The following year, he establishes Canada’s first regional center for the operations and maintenance of wind turbines for the America`s largest wind farm at the time. He acted as NEG Micon’s National Sales for Canada and for Vestas after the merger with sales close to $1B. Business Development Manager for the Renewable Energy Division wind / hydro at Brookfield Power where his first task was to complete permitting and managing construction of company’s first two projects worth over $300M, perform due diligences and acquisition audits on projects for $2B worth of projects.Mr. CHARETTE has served on various Association Boards & Councils, including on the Board of Directors of the Canadian Wind Energy Association (CanWEA) for nine years, Association Québécoise des Producteurs d’Énergie Renouvelable (AQPER) for two years and Latin Wind Energy Association (LAWEA) for 3 years. Mr. CHARETTE is fully engaged into the development of sustainable, renewable and socially acceptable energy projects in benefit of future generations.Kyle Appleby – Chief Financial OfficerKyle APPLEBY brings considerable financial experience to the Company. During the first 10 years of his career, he has been working in public accounting where he worked in both audit and advisory practices, working with private companies and investment funds. In 2007, he left the world of public accounting to focus on providing management and accounting services to public companies across a variety of industries including energy business, food manufacturing, cannabis, sustainable agriculture, technology, mining and crypto currency. Mr. APPLEBY has been the Chief Financial Officer for numerous private companies as well as for publicly traded corporations listed in Canada, US and London. He is also an active member on the Board of Directors of several companies.He holds a Chartered Professional Accountant designation and is a member in good standing of the Chartered Professional Accountants of Ontario and Canada. Beyond his professional interest, Mr. APPLEBY also has a strong personal interest in the UN Sustainable Development Goals and protection of the environment.Stéphane Dallaire – Head of Corporate FinanceStéphane DALLAIRE is an executive level manager with 25 years’ experience leading financial operations, private equity investments, M&A, and asset dispositions in High Tech, Entertainment, Telecom, IT, Solar and Energy Technologies. Mr. DALLAIRE has led over 700M$ of financial and strategic partnerships at the international level where he played a key role implementing and delivering high growth solutions for large institutions.Holder of the CFA, CMA, CPA and CPA (USA) designations, Mr. DALLAIRE also has a B.B.A from HEC Montreal in Finance, an Executive MBA and a Specialized Graduate degree in Accounting from University of Quebec. He is also an active member of the CFA Institute, l’Ordre des CPA du Québec, l’Association des MBA du Québec, the Illinois Board of Examiners, the Illinois Department of Financial and Professional Regulation and the Illinois CPA Society.Laëtitia Fière – Executive Vice-PresidentLaetitia FIERE, MBA, is a committed manager with over 15 years of experience in communication, marketing, development of Corporate Affairs and M&A. Having lived, studied and worked in Europe and North America, she gained a deep knowledge of the European and American business cultures, enabling her to successfully develop business partnerships and technology transfers overseas as well as strategic acquisitions.Ms. FIERE has held increasingly strategic positions as Director of Strategic Analysis, Vice President of European Operations, Vice President Marketing / Communications and Director for companies in the wind energy sector, Lithium industry and philanthropy. Imbued with the values of sustainable development and corporate social responsibility, she also created and managed the Sustainable Development Committee for a manufacturing company in wind energy. Ms. FIERE holds an Executive MBA and a bachelor’s degree from HEC Montreal. As someone continually striving to improve her management skills, she also completed a Specialized Post-Graduate Diploma in sustainable development management at HEC Montreal.In addition to being to her continuous commitment to sustainable development and protection of the environment, she is also recognized for her philanthropic involvement.Sid Zerbo. Head of EngineeringSid ZERBO, P. Eng, is an electrical engineer and a hands-on project manager with over 30 years of professional experience in North America, dedicating himself to the electrical integration of hydro-electric, automation of industrial processes and other clean energy proposals and projects.In recent years, Mr. ZERBO’s entrepreneurial spirit has led him to work as an independent consultant, technical expert advisors and Canada Sales manager for large renewable energy projects and power systems integration, such as American Superconductor (AMSC). Mr. ZERBO has been involved as consultant engineer on an anti-corruption mandate for the BIPA (Bureau de l’intégrité professionnelle et administrative) in Canada.In addition to his professional work, Mr. ZERBO has also been relentlessly involved as president and board member in social causes, working to giving back to the community. Over the last 20 years he was involved as president of the Montreal Chapter and vice-president of the Order of Engineers of Quebec; he is the President of the board of the ‘Festival International Nuits d’Afrique, the largest world music festival in North America. Mr. ZERBO also received several recognitions including, a Fellowship distinction from Engineer Canada and a distinction of Chevalier du Mérite of Burkina Faso.Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.Forward-Looking StatementThis press release includes forward-looking statements that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact could be deemed forward-looking statements. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. All forward-looking statements are based on information currently available to ENERDRO and ENERDRO assumes no obligation to update any such forward-looking statements.