Veteran Capital Corp. Enters into Letter of Intent for Qualifying Transaction with Powerhive

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Veteran Capital Corp. (“Veteran”) (TSXV: VCC.P), 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 with Powerhive, Inc. (“Powerhive”) (https://www.Powerhive.com/mobility) negotiated on an arm’s length basis according to the policies of the Exchange. The proposed Qualifying Transaction involves the acquisition of all the issued and outstanding shares of Powerhive.

Transaction Details

The proposed Qualifying Transaction will be completed by way of a share exchange agreement as proposed in the letter of intent dated June 10, 2024 (the “Agreement”) among Veteran and Powerhive. According to the Agreement, the issued and outstanding shares of Veteran will consolidate on a 4:1 basis, and thereafter Veteran will acquire all the issued and outstanding shares of Powerhive in exchange for the issuance of 58,333,334 common shares of Veteran at a deemed price of $0.60 per share (the “Transaction). No other securities will be converted into Powerhive shares at the time of completion of the transaction.

The Transaction is subject to the approval of the Exchange, and is intended to constitute Veteran’s “Qualifying Transaction” for the purposes of Exchange policies. Upon completion of the Transaction, it is expected that Veteran will change its name to Powerhive Inc., and the resulting issuer will carry on the business of Powerhive (as further described below).

Distributed by APO Group on behalf of Powerhive Inc.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY 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. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

For further information, please contact:
Veteran Capital Corp. 
1500
850-2nd Street SW 
Calgary, AB T2P 0R8 
Tyler Rice
CEO
+1 (403) 978-3602
Email: tyler@ricellp.com

Powerhive, Inc. 
816 Bancroft Way,
Berkeley
CA 94710
Christopher Hornor
Chief Executive Officer 
+254 (0)740 021 720
Email: chris@powerhive.com 

About Powerhive:
Powerhive, Inc., founded in 2011 in Delaware, USA, and headquartered in Nairobi, Kenya, is a leader in renewable energy solutions and electric mobility in East Africa. The Company provides innovative technology and infrastructure to support the widespread adoption of electric vehicles through its proprietary battery swapping stations and intelligent battery technology. Powerhive dedicates itself to empowering economic growth and sustainable development through renewable energy.

Powerhive is not just transforming the urban mobility landscape in Africa but also making a significant environmental impact. They are leading the charge in Africa with a pioneering battery-swapping technology for electric motorcycles under the Spark brand, tapping into a potential $50 billion market opportunity. The Company’s scalable solutions offer significant cost savings and social impact to users, ensuring substantial carbon reduction.

Annually, East Africa spends $12.8 billion on fuel, emitting 12 gigatons of CO2. Powerhive’s affordable Spark electric motorcycles and intelligent battery swapping network provide energy access anytime, anywhere, on a self-serve basis, significantly reducing carbon emissions. With over 1,000 pre-approved riders waiting for Spark motorbikes in Nairobi and expanding partnerships with industry giants like Shell&Mastercard Foundation, Powerhive underscores its leadership in Africa’s energy transition. Strong government incentives for EVs further bolster Powerhive’s growth and market penetration strategy.

Management and Board of Directors:
Upon completion of the Qualifying Transaction, Veteran’s management and board of directors will be reconstituted to include key members from Powerhive’s leadership  and board of directors. The new management team will be led by Mr. Christopher Hornor, Chief Executive Officer, who brings extensive experience in the energy and technology sectors, and Austin Harris, Chief Financial Officer, who has over 25 years of experience as an executive in the renewables sector, microfinance and corporate finance and an MBA from Oxford University.

Financing:
Concurrent with the closing of the Qualifying Transaction, Veteran will complete a private placement of up to 83,333,333 [post-consolidation] common shares for $0.60 per share for gross proceeds of up to $50,000,000.

Additionally, it is expected that Powerhive will complete a private placement bridge financing (“Bridge Financing”) of up to $7,000,000 before the Qualifying Transaction. Any securities issued by Powerhive as part of the Bridge Financing are in addition to the current outstanding as of the date of the LOI. Any shares issued for this Bridge Financing will also be acquired by Veteran as part of the Transaction, on the same terms. Proceeds of the Bridge Financing are intended to complete the orders for Powerhive’s current backorders of batteries, motorcycles, and battery swap stations.

Sponsorship of Qualifying Transaction:
The Exchange requires sponsorship of a capital pool company’s Qualifying Transaction unless exempt in accordance with Exchange policies. Veteran and Powerhive are currently reviewing the Exchange requirements for sponsorship and will comply with the Exchange’s policies after discussing sponsorship.

Intent to Concurrently List on the Nairobi Stock Exchange:
The resulting issuer also intends to concurrently list on the Nairobi Stock Exchange to enhance its presence in the African market and leverage local investment opportunities.

Additional Information:
In accordance with the Exchange’s policies, Veteran’s common shares are currently halted from trading and will remain halted until further notice. Veteran and Powerhive will provide further details in respect of the Proposed Transaction in press releases once they become available.

The management of Powerhive has provided all information in this press release related to Powerhive and the Business and has not been independently verified by the management of Veteran.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable, according to Exchange Requirements, the majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed.

At the time of entering into the definitive agreement, Veteran will issue a comprehensive news release in accordance with the disclosure requirements under Policy 2.4

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared concerning the Qualifying Transaction, any information released or received concerning the Qualifying 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.

Conditions and Regulatory Approval:
The completion of the Qualifying Transaction is subject to final approval by the Exchange. All other conditions to the closing must be satisfied or waived. Trading in the common shares of Veteran will resume upon receipt of final Exchange approval and the issuance of the Final Exchange Bulletin.

Cautionary Statements:
Completion of the transaction is subject to several conditions, including but not limited to Exchange acceptance. 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 concerning 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Agreement, and the concurrent financings. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the risks that the parties will not proceed with the Transaction, the concurrent financings and associated transactions; the risk that the ultimate terms of the Transaction, the concurrent financings and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, the concurrent financings and associated transactions will not be successfully completed for any reason (including the failure to obtain the required regulatory approvals); and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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.

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