• investors@fuelcellpower.com
img img img img

October 17, 2022 – Alkaline Fuel Cell Power Corp. Announces Results of Special Meeting of Shareholders

October 17, 2022 – Alkaline Fuel Cell Power Corp. Announces Results of Special Meeting of Shareholders

TORONTO, Ontario, October 17, 2022 (GLOBE NEWSWIRE) – Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) (“AFCP” or the “Company”), a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to report that all resolutions put forth at the special meeting of shareholders held today, October 17, 2022 (the “Special Meeting”) have been duly passed.

At the Special Meeting, a total of 5,255,746 AFCP common shares held by individuals that were not advantaged by the proposed amendments to the warrants and stock options (as described in the Company’s management information circular dated September 16, 2022) (the “Amendments”) were present in person or by proxy, representing approximately 3.04% of the AFCP common shares issued and outstanding and entitled to vote at the Special Meeting as of the record date of September 16, 2022 (the “Record Date”).

The results of the meeting were as follows:

Resolution Voted for Voted against
To consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution to approve the amendments to the exercise price of the currently issued and outstanding warrants (the “Warrant Amendments”), as more particularly described in the information circular. 5,254,498

99.98%

1,248

0.02%

To consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution to approve the amendments to the exercise price of the currently issued and outstanding stock options (the “Option Amendments”), as more particularly described in the information circular. 5,126,373

97.54%

129,373

2.46%

To transact such other business that may be brought properly before the Special Meeting and any adjournment or postponement of the Special Meeting. 5,130,466

97.62%

125,280

2.38%

The proposed Warrant Amendments and Option Amendments will not be effective until certain regulatory and NEO filings are complete.

Since certain directors and officers hold options and warrants which are being amended pursuant to the Special Meeting, the Company has determined that the Amendments may constitute a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Amendments are exempt from the need to obtain minority shareholder approval and a formal valuation as required by MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a)) of MI 61-101 as the fair market value of the options and/or warrants issued to insiders or the consideration paid by insiders of the Company will not exceed 25% of the Company’s market capitalization.

ABOUT ALKALINE FUEL CELL POWER CORP. (NEO: PWWR)

AFCP is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. We bring ‘Power to the People’ today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

AFCP operates through two global entities: Fuel Cell Power NV, a wholly owned subsidiary in Belgium, and PWWR Flow Streams (“PWWR Flow”), an AFCP brand in Canada.

  • Fuel Cell Power NV is focused on the development, production and commercialization of micro- combined heat and power (“micro-CHP”) systems and off-grid and back-up power generators based on advanced alkaline fuel cell technology that generates zero CO2 emissions. Fuel Cell Power NV is working through milestones to deliver a commercialized alkaline fuel cell in 2024.
  • PWWR Flow is focused on the development, ownership and operations of combined heat and power (“CHP”) assets. PWWR Flow assets deliver efficiency improvements of over 20% with reduced costs to customers in multi-residential and commercial applications. PWWR Flow has contracted existing CHP assets in Toronto, Canada, and has an additional pipeline of potential contracts valued at over $50 million currently in development.

AFCP is well positioned to deliver ‘Power to the People’ in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at https://www.fuelcellpower.com/, and the Company encourages investors and other interested stakeholders to follow it on:

LinkedIn, Twitter, Facebook, Instagram and YouTube. Common shares are listed for trading on the NEO under the symbol “PWWR”, the OTC Venture Exchange “OTCQB” under the symbol “ALKFF” and on the Frankfurt Exchange under symbol “77R” and “WKN A3CTYF”.

For further information, please contact:

Frank Carnevale
Chief Executive Officer
+1 (647) 531-8264
fcarnevale@fuelcellpower.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “occur” or “achieve”. Forward-looking statements in this news release may include, but are not limited to, the Warrant Amendments and timelines associated therewith, the Option Amendments and timelines associated therewith, the Special Meeting, statements with respect to the Company’s technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.