Mr. Paul Cataford reports

H2 PORTABLE ANNOUNCES LAUNCH OF C$15M SUBSCRIPTION RECEIPT FINANCING

Loop Energy Inc. target H2 Portable Power Corp. (H2P) has engaged ATB Securities Inc. to act as lead agent and sole bookrunner in connection with a brokered best efforts private placement offering of up to 8,575,000 subscription receipts of H2P at a price of $1.75 per subscription receipt, for gross proceeds of up to approximately $15-million.

The offering is being completed in connection with the proposed three-cornered amalgamation involving Loop and H2P pursuant to an amalgamation agreement dated Feb. 9, 2024, as previously announced in the press release of Loop and H2P dated Feb. 12, 2024. The proposed transaction will constitute a backdoor listing of H2P under the policies of the Toronto Stock Exchange (the TSX).

Terms of the offering

Each subscription receipt will, upon satisfaction of the escrow release conditions (as defined below) prior to the termination date (as defined below), entitle the holder thereof, without payment or any additional consideration or further action on the part of the holder, to receive one unit of H2P consisting of one common shares in the capital of H2P and one-half of one H2P share purchase warrant. Each H2P warrant will entitle the holder thereof to acquire one H2P share for a period of 24 months from the date of issuance of such H2P warrant at a price of $2.

Pursuant to the proposed transaction, among other things: (a) each H2P share will be exchanged for common shares in the capital of Loop following the closing of the proposed transaction (the combined entity) based upon the resulting issuer ratio (as defined in the amalgamation agreement), as may be adjusted by the ratio adjustment (as defined in the amalgamation agreement); and (b) the H2P warrants will be exchanged for warrants of the combined entity, with the number of combined entity warrants and the exercise price thereof being adjusted based upon the resulting issuer ratio, as may be adjusted by the ratio adjustment. Escrow release conditions means (a) all conditions precedent, undertakings and other matters to be satisfied, completed and otherwise met at or prior to the completion of the proposed transaction (other than the release of the escrowed proceeds and the earned interest pursuant to the terms of the subscription receipt agreement governing the subscription receipts) have been satisfied or waived in accordance with the terms of the amalgamation agreement, and (ii) there have been no material amendments or material waivers of the terms and conditions of the amalgamation agreement which have not been approved by the lead agent.

The gross proceeds from the sale of the subscription receipts, less 50 per cent of the agency fee, will be delivered to and held by a subscription receipt agent and invested in approved investments until the earlier of the satisfaction of the escrow release conditions and the termination date. If the escrow release conditions are satisfied prior to the termination date, the escrowed proceeds, together with any earned interest and less the remaining 50 per cent of the agency fee, will be released from escrow to H2P.

If: (a) the escrow release conditions are not satisfied on or before April 30, 2024; (b) H2P advises the agents that it or Loop will not be proceeding with the proposed transaction; or (c) H2P or Loop publicly announces that it does not intend to proceed with the proposed transaction (each of (a), (b) and (c) being a termination event), the escrowed proceeds, together with the earned interest, will be released pro rata to the holders of subscription receipts.

Upon completion of the proposed transaction, the net proceeds of the offering will be used to finance continuing operations, product and technology development for the combined entity, and for working capital and general corporate purposes. Closing of the offering is expected to occur on or about April 3, 2024, or such other date as the lead agent and H2P may agree.

The subscription receipts will be offered in all of the provinces of Canada to accredited investors and in the United States to accredited investors and/or to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A, respectively, under the United States Securities Act of 1933, as amended, and outside of Canada and the United States on a private placement or equivalent basis.

Adviser and counsel

Moneta Securities is acting as financial adviser to H2P on the proposed transaction and Gowling WLG (Canada) LLP is acting as legal counsel to H2P in connection with the offering.

About Loop Energy Inc.

Loop Energy is a leading designer and manufacturer of hydrogen fuel stacks targeted for the electrification of commercial vehicles such as buses and trucks, as well as stationary power applications. Loop Energy's products feature the company's proprietary eFlow technology in the fuel cell stack's bipolar plates. eFlow technology enables customers to achieve superior performance and higher fuel efficiency when using Loop Energy's fuel cell stacks, which lowers operating cost for end-users while enabling original equipment manufacturer to achieve lower capital cost and faster time to market. Loop Energy works closely with its partners to enable the production of hydrogen electric solutions.

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