Reservoir Capital Corp. Completes Transaction Securing 100% Ownership in Olocorp Nigeria Ltd. Adding 3.7MW Net Operating Capacity and Announces Late Filing of Financial Statements
VANCOUVER, British Columbia, April 17, 2020 (GLOBE NEWSWIRE) — Reservoir Capital Corp. (CSE: REO) (“REO” or the “Company“) is pleased to announce that, through its wholly-owned subsidiary, Kainji Power Holding Limited (“KPHL“), it has completed the previously announced acquisition of Olocorp Nigeria Ltd. (“OLOCORP”) pursuant to a share sale and purchase agreement and amending agreement (the “Agreements”) among the Company, OLOCORP, Clara Olo and OLOCORP’s major shareholder Eric Olo (“EOLO”). Pursuant to the Agreements, REO acquired the remaining 40% equity stake in OLOCORP in exchange for REO issuing, among other things, a total of 38 million new REO common shares (“REO Shares”), as more particularly described below (the “Transaction”).
About Olocorp Nigeria LimitedOLOCORP is a limited liability company registered in Nigeria in 2013 for the main purpose of holding shares in North South Power Company Ltd (“NSP”), and currently owns 7,297,297 NSP shares. The consummation of the Transaction makes OLOCORP a wholly-owned subsidiary and will add 3.7MW of net operating hydropower capacity to the Company.Details of the TransactionPursuant to the Agreements, REO acquired the remaining 40% equity stake in OLOCORP through KPHL in exchange for consideration of $2.66 million in the form of: (i) 37,000,000 REO Shares issued to certain designated beneficiaries of OLOCORP (the “Designated Beneficiaries”) at a deemed price of $0.07 per REO Share; and (ii) an aggregate of 1,000,000 bonus REO Shares to the Designated Beneficiaries at a deemed price of $0.07 per REO Share for the timely consummation of this Transaction giving 100% ownership and control of OLOCORP to REO & KPHL and for holding 1 OLOCORP share in trust for REO.Also pursuant to the Agreements, in partial satisfaction of an outstanding debt of the Company in the amount of $530,000 (the “Debt”), as evidenced by a convertible loan note issued to EOLO, the Company entered into a debt settlement agreement with EOLO to settle the Debt, pursuant to which the Company issued 8,000,000 REO Shares to EOLO at a deemed price of $0.06625 per REO Share (the “Debt Settlement”). The remainder of the Debt was satisfied through the issuance of a promissory note by KPHL to EOLO in the amount of $200,000.Immediately prior to the Transaction, REO had 529,347,377 REO Shares outstanding. Following completion of the Transaction and Debt Settlement, REO has 575,347,377 REO Shares outstanding. The REO Shares issued to the Designated Beneficiaries and EOLO under the Transaction and Debt Settlement are subject to a minimum four-month hold period and restrictions on transfer under Canadian securities law.In addition to the Transaction, EOLO’s last remaining conditional cash payment of approximately $245,000 (US$180,000) from an earlier agreement (see News Release December 31,2019) has been replaced by a promissory note of $100,000.Late Filing of Financial Statements due to COVID-19 pandemicREO has postponed filing its annual financial statements, management’s discussion and analysis and management information circular for the year ended December 31, 2019 (collectively the “2019 Annual Documents”) due to logistics and delays caused by the COVID-19 pandemic. In response to the coronavirus disease 2019 pandemic, securities regulatory authorities in Canada have granted a blanket exemption (under National Instrument 51-102 Continuous Disclosure Obligations) allowing issuers an additional 45 days to complete their regulatory filings. REO estimates that its 2019 Annual Documents will be available for filing at its earliest opportunity, which is expected to occur prior to June 15th, 2020. Further to this exemption, the Company has implemented a blackout policy that monitors and restricts trading in the issuer’s securities by directors, officers and other insiders of the issuer until the 2019 Annual Documents are filed. Other than the KPHL acquisition, as described in the Company’s news release dated October 7, 2019 and October 29, 2019, and the OLOCORP acquisition, as more particularly described in the Company’s news releases dated November 11, 2019 and December 31, 2019, there have been no material business developments since the last interim financial statements for the period ended September 30, 2019 were filed.About Reservoir Capital Corp.REO’s asset portfolio comprises minority indirect economic interests in clean power assets (currently 4 hydro power plants) representing 46.3MW of net operating capacity.REO’s latest 9 months Financial Statement (ended Sept 30, 2019) shows a dividend income from the company’s investments of $1,000,649 and operating cash flow from continuing operations of $716,890 during the period.REO’s Vision & Mission is to assemble a balanced portfolio of producing and near-production clean energy assets (with a current focus on Hydro & Geothermal) in growing economies (with a current focus on Africa).REO’s strategy to achieve its Vision is to approach shareholders of privately held quality assets and offer them diversification, liquidity and exposure to a growing portfolio assembled following a disciplined investment policy.REO’s investment policy consists essentially in taking carefully selected minority economic interests in quality clean power assets in key geographies, targeting regular dividend income over long periods, while offering the potential for capital gain in the medium term.Further InformationFor more information on the Company, please visit www.reservoircapitalcorp.com . Investors are cautioned that trading in the securities of REO should be considered highly speculative. Additional information on these and other factors that could affect the operations or financial results of REO are included in REO’s CSE Listing Statement and most recently filed quarterly report, each of which is filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com). The CSE have neither approved nor disapproved the contents of this news release.For any clarification, one may contact:Lewis Reford
CEO, Reservoir Capital Corp.
Email: [email protected]NEITHER THE CSE NOR THE INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.Forward Looking StatementsCertain information set forth in this news release contains “forward-looking statements”, and “forward-looking information” under applicable securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding future events of management of REO. This information and these statements, referred to herein as “forward looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, the filing of the 2019 Annual Documents and REO’s management expectations to file the 2019 Annual Documents within the time period described herein. These statements generally can be identified by use of forward-looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations.These forward looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. Important factors that may cause actual results to vary include without limitation, risks relating to the preparation and timing of the filing of the 2019 Annual Documents and general economic conditions.In making the forward looking statements in this news release, REO has applied several material assumptions, including without limitation that management of REO will be able to file its 2019 Annual Documents within the time period described herein. REO does not assume any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in REO’s filings with the Canadian securities regulators, which filings are available at www.sedar.com