Smithe Resources Corp. Announces Letter of Intent for Qualifying Transaction With Indie Power Storage Corp.

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VANCOUVER, British Columbia, Aug. 04, 2022 (GLOBE NEWSWIRE) — Smithe Resources Corp. (TSX-V: SMTH.P) (“Smithe”), a capital pool company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) dated August 1, 2022 with Indie Power Storage Corp. (“IPS BC”) and IPS Systems Inc. (“IPS NV”), a wholly owned Nevada subsidiary of IPS BC (collectively, with IPS BC, “IPS”), in respect of a proposed business combination (the “Proposed Transaction”). It is anticipated that the Proposed Transaction will constitute the “Qualifying Transaction” of Smithe in accordance with Policy 2.4 – Capital Pool Companies of the Exchange.

About IPS

IPS is a clean energy company based in Houston, Texas focused on delivering quality e-mobility and microgrid infrastructure solutions to the global market, with the goal of improving the quality of the human-machine interface and the overall EV Charging & Microgrid user experience.

IPS is a system integrator developing leading-edge hardware and software product solutions. IPS’ initial proof-of-concept prototype was originally deployed in partnership among Toyota and Yellowstone National Park by a prior holder of IPS’ assets. The five active patents acquired by IPS include an energy transfer circuit and method, a cell management system, two energy management systems, and a poly-phase inverter with independent phase control.

IPS is currently engaged in the initial key product development of its planned EV charging solutions. Following the commercialization of EV charging solutions, IPS intends to continue investment in the commercialization of the energy management system and related patents noted above.

IPS has a long-term vision of commissioning a facility based in Houston, Texas or the surrounding area to house manufacturing, commissioning, and servicing of the IPS product offering, once commercialized. The facility is expected to function as a command center to support remote monitoring and operations, support distribution and sales channels, and incorporate research and development initiatives that will allow IPS to gain an edge over competitors in the rapidly evolving clean tech energy market. Please visit indiepowerchargers.com to learn more about IPS’ products and services.

A press release with further information in respect of IPS, including summary financial information of IPS, will follow in accordance with the policies of the Exchange.

IPS Management Team

Bern Leonard (CEO, Director)

Mr. Leonard is an executive with experience in start-ups and large energy companies. After receiving his MBA from the University of Calgary, Bern honed his business skills at Ernst & Young as a manager of Business Risk Services. He then leveraged his experience to assist Precision Drilling Corporation start-up U.S. operations and spent 10 years with the company in various roles, including as a General Manager. Bern was a Director of Energy Capital Credit Union and has served as an executive of Fountainhead Investment Partners. He is a principal of Roark Energy Advisors.

Zayn Kalyan (Director)

Mr. Kalyan is an experienced investment banker and business development executive. Starting his career as a software engineer, his background in the “ground-up” development of start-up technology companies serves as his foundation in finance. Since joining Altus, Zayn has played an instrumental role in the origination of over $50 million in financing. Zayn has served in upper management and on the boards of multiple public companies since 2014. He has hands-on experience in the day-to-day management of small and mid-size organizations.

Michael Townsend (President, Director)

Mr. Townsend has extensive experience in corporate finance spanning over 25 years. Mr. Townsend is one of the founding partners of Altus Capital Partners, a boutique investment bank based in Vancouver, B.C. Altus has been involved in raising over $180 million in equity financings over the past five years. Mr. Townsend co-founded Hemptown, Patriot One Technologies Inc., and Body and Mind Inc.

Robert (Bob) L. Galyen (Advisor)

Mr. Galyen is recognized as one of the top executives in the battery energy storage world and science/engineering-based communities. He is a highly sought-after public speaker as a subject matter expert. His positions as CTO of CATL (the world’s largest battery manufacturer), Chairman of SAE International Battery Standards Steering Committee, SAE Fellow, Chairman Emeritus and CTO of NAATbatt International, provides him a unique leadership perspective in the global battery industry. His degrees in chemistry and biology, along with decades of engineering experience and executive roles, provides him a unique view in a leadership or consulting role in cross functional technology areas. He has patents, publications and participates on multiple boards. The 44 years of international work experience has given him a visionary perspective on worldwide business, making him uniquely qualified as a global energy storage and scientific/engineering community thought leader.

Summary of the Proposed Transaction

The Letter of Intent contemplates that Smithe and IPS will negotiate and enter into a definitive agreement in respect of the Proposed Transaction (the “Definitive Agreement”), pursuant to which it is anticipated that Smithe will acquire all of the issued and outstanding shares of each of IPS BC and IPS NV, and the shareholders of IPS BC and IPS NV will receive post-Consolidation (as defined below) Smithe common shares (the “Smithe Shares”) in exchange for their IPS BC and IPS NV shares, resulting in a reverse takeover of Smithe by IPS. The Proposed Transaction is expected to be structured as a three-cornered amalgamation and merger among Smithe, IPS BC, IPS NV and newly created wholly owned BC and Nevada subsidiaries of Smithe, or other structure based on the advice of the parties’ respective advisors and taking into account various securities, tax, operating and other considerations.

Prior to the closing of the Proposed Transaction, Smithe will consolidate its outstanding Smithe Shares on the basis of one (1) new Smithe Share for each two (2) old Smithe Shares (the “Consolidation”), such that, prior to closing of the Proposed Transaction, Smithe will have approximately 3,700,000 Smithe Shares issued and outstanding. It is expected that an aggregate of approximately 63,053,924 Smithe Shares and 13,020,830 Smithe share purchase warrants, on a post-Consolidation basis, will be issued to the shareholders of IPS BC and IPS NV in exchange for their securities of IPS BC and IPS NV.

It is anticipated that the resulting entity (the “Resulting Issuer”) will continue the business of IPS under a name to be determined by the parties (the “Name Change”).

In connection with the Proposed Transaction, IPS BC will complete a private placement (the “Concurrent Financing”) on terms to be agreed between and the parties and as determined in the context of the market. The proceeds of the Concurrent Financing will be used to fund (i) the development of the business of IPS, and (ii) the working capital requirements of the Resulting Issuer. A further news release will be issued confirming the final terms of the Concurrent Financing once determined.

Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to “Principals” (as defined under Exchange policies), which will subject to the escrow requirements of the Exchange.

The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things: the negotiation and execution of the Definitive Agreement; the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange; completion of the Concurrent Financing; completion of a business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Technology Issuer on the Exchange.

Smithe has agreed to advance a $25,000 deposit to IPS BC on a no-interest basis, which will be repayable to Smithe on demand within seven days. In addition, upon execution of the Definitive Agreement and subject to approval of the Exchange, Smithe will lend $150,000 to IPS BC on a no-interest basis, which loan will be repayable to Smithe on demand within seven days. The loan will be used by IPS for working capital purposes and will be secured against certain material assets of IPS.

Summary of Proposed Directors and Officers of the Resulting Issuer

In conjunction with and upon closing of the Transaction, the directors of the Resulting Issuer are expected to consist of such number of directors as determined by IPS, one of whom will be nominated by Smithe and the rest of whom will be nominated by IPS. The existing directors and officers of Smithe are expected to resign at or prior to the closing of the Proposed Transaction.

Additional information on the board and management of the Resulting Issuer will be provided once identified. No insiders of the Resulting Issuer are expected other than the board and management.

Sponsorship of a Qualifying Transaction

Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies. Smithe is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange, however, there is no assurance that an exemption is available or that Smithe will ultimately obtain an exemption if one is available. Smithe intends to include any additional information regarding sponsorship in a subsequent press release.

Other Information relating to the Proposed Transaction

The Proposed Transaction will not constitute a “Non-Arm’s Length Qualifying Transaction” (as such term is defined in the policies of the Exchange) for Smithe. Accordingly, the Proposed Transaction will not require the approval of the shareholders of Smithe. The Proposed Transaction will require the approval of the shareholders of IPS BC and IPS NV.

In accordance with the policies of the Exchange, the Smithe Shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Proposed Transaction.

Additional information concerning the Proposed Transaction, Smithe, IPS and the Resulting Issuer will be provided once determined in a subsequent news release and in the Filing Statement to be filed by Smithe in connection with the Proposed Transaction, which will be available in due course under Smithe’s SEDAR profile at www.sedar.com.

About Smithe Resources Corp.

Smithe Resources Corp. is a capital pool company (“CPC”) within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The current directors and officers of the Company are: Sam Wong (Director), Matthew Roma (Director), Anthony Balic (Director) and Andrew Lau (CEO, CFO and Corporate Secretary). Except as specifically contemplated in the Exchange’s CPC policy, until the completion of its Qualifying Transaction, the Company will not carry on business, other than the identification and evaluation of companies, businesses or assets with a view to complete a Qualifying Transaction.

For further information regarding Smithe and the Proposed Transaction, please contact:

Andrew Lau
CEO, CFO & Corporate Secretary
Phone: +1 604-722-9633
Email: [email protected]

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.

Completion of the Proposed 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 Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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.

All information contained in this news release with respect to Smithe and IPS was supplied by the parties, respectively, for inclusion herein, and Smithe and its respective directors and officers have relied on IPS for any information concerning such party.

This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction, the proposed business of the Resulting Issuer, and the Concurrent Financing, the proposed directors and officers of the Resulting Issuer, the completion of the Consolidation, the completion of the Name Change, Exchange sponsorship requirements and intended application for exemption therefrom, shareholder, director and regulatory approvals, and future press releases and disclosure. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of Smithe and IPS may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of Smithe and IPS believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, each of Smithe and IPS disclaims any intention and assume no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.


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