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Progressive Planet Solutions Engages Bank Of Montreal To Underwrite Debt To Proceed With Acquisition Of Absorbent Products Ltd.

28.01.2022  |  CNW
Vancouver, Jan. 28, 2022 - Progressive Planet Solutions Inc. (TSXV: PLAN) ("PLAN", "Progressive Planet" or the "Company") is pleased to announce that the Company has engaged the Bank of Montreal to underwrite the debt component of the consideration to close the acquisition of Absorbent Products Ltd. ("Absorbent Products" or "APL"). More information about the Proposed Transaction is included in the press release dated December 24, 2021.

"Today marks another important milestone for Progressive Planet, having engaged Bank of Montreal to underwrite the debt component of the consideration," stated Steve Harpur, CEO.

Progressive Planet has received terms from BMO to provide $8,683,000 in total new secured debt under 3 separate loan facilities including the following:

  • $723,000 loan facility at prime plus 1.75% for a period of 6 years;
  • $990,000 loan facility at prime plus 1.25% for a period of 5 years; and,
  • $6,970,000 loan facility at prime plus 0.75% for a period of 25 years.

The completion of the underwriting and provision of the debt is subject to, among other things, the following terms and conditions:

  • Payment of a non-refundable underwriting fee of $50,000. This $50,000 fee has been paid effective today, January 28, 2022;
  • Completion of personal guarantees by 3 insiders of PLAN for an aggregate of $3 million for a period of 3 years; and,
  • Registration of typical security interests associated with corporate lending, including but not limited to general security interests to be granted by PLAN and APL over their respective assets, and the registration of indebtedness mortgages on the five long term industrial leases owned by APL.

The personal guarantees will be provided by the following individuals:

  • George David Richardson to personally guarantee $1.25 million of the total debt for a period of 3 years;
  • Peter Lacey to personally guarantee $1.25 million of the total debt for a period of 3 years; and,
  • Chris Halsey-Brandt to personally guarantee $500,000 of the total debt for a period of 3 years.

In consideration of these personal guarantees, PLAN intends to issue warrants to each of the guarantors as loan bonuses in the following amounts:

  • George David Richardson - 3,472,222 warrants giving the right to purchase shares of PLAN at $0.36 per share for period of 3 years.
  • Peter Lacey - 3,472,222 warrants giving the right to purchase shares of PLAN at $0.36 per share for period of 3 years.
  • Chris Halsey-Brandt - 1,388,888 warrants giving the right to purchase shares of PLAN at $0.36 per share for period of 3 years.

The issuance of the warrants is subject to the approval of the TSX Venture Exchange, the warrant term is subject to acceleration if any debt is repaid early in accordance with TSXV policies, and will be subject to resale restrictions under applicable securities laws.

"I wish to personally thank Dave, Peter, and Chris for undertaking these personal guarantees which enabled PLAN to borrow money at the terms outlined in this news release. We are truly grateful to have such commitment from key shareholders," stated Steve Harpur, CEO.

PLAN has received written commitments in excess of the 13.5 million units announced in the private placement announced on Dec 24, 2021 and intends to rely on the overallotment option to complete the private placement. Closing of the private placement is contingent on TSXV approval of the APL purchase and the placement will close in conjunction with closing of the APL purchase.

PLAN is now working on formalizing the terms and conditions to complete the debt financing and is also working to complete the terms and conditions to procure TSXV's final approval of the APL purchase transaction.

The completion of the Proposed Transaction remains subject to, among other things, final approval by the TSXV and fulfillment of TSXV requirements. There is no assurance or guarantee that the acquisition will be completed as described or at all.

ABOUT PROGRESSIVE PLANET

Progressive Planet is an emerging company providing innovative circular solutions and earth-friendly micronized minerals that naturally unlock sustainability benefits across the construction and agriculture industries. Tapping into the earth's inherent binding powers and properties, PLAN is developing and scaling a portfolio of proprietary solutions to help our customers build, grow, and operate more responsibly.

PLAN continues work on creating supplementary cementing materials (SCMs) with a focus on minimizing the carbon footprint of the SCMs we create; utilizing waste materials where possible to create the most sustainable SCMs; and sequestering CO2 in SCMs to address climate change. PLAN's research team has begun exploring the opportunity to utilize the legacy CO2 stream generated by APL's natural gas rotary kiln drier in operation in Kamloops.

PLAN's operations currently include:

  • A comminution facility in Spallumcheen, BC which is currently producing micronized minerals used by farmers in lieu of chemical fertilizers to promote healthy soils without the addition of chemicals,
  • A research lab in Calgary, AB focused on creating SCM's and associated technologies to sequester CO2 in concrete; and,
  • Three natural pozzolan properties in BC including our flagship Z1 Natural Pozzolan Quarry in Cache Creek, BC and our two pozzolan properties under development, the Z2 Natural Pozzolan Property near Falkland and the Heffley Creek Metals and Natural Pozzolan Property.

Neither the 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.

Forward-Looking Statements:

This news release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of APL, proposed bank financing with respect to same, and the proposed private placement financing offered by the Company. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by such words as "believe," "expect," "anticipate," "intend," and similar expressions, or are those that, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including but not limited to: the Company's ability to complete the acquisition as described; the Company's ability to obtain bank financing; the Company's ability to complete the proposed private placement; the general state of the industry in which the Company operates; the state of financial markets generally; and other risks and factors that the Company is not aware of at this time.

SOURCE Progressive Planet Solutions



Contact
1-800-910-3072, Investors@progressiveplanet.ca, www.progressiveplanet.ca; Jeff Walker, Vice President, The Howard Group, 403-221-0915, 888-221-0915, jeff@howardgroupinc.com

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