STATES OF AMERICA Canadian Premium Sand Inc. Executes Multiple Commercial Off-take Agreements, Signs Turn-Key EPC Agreement, Enhances Executive Team and Board and Initiates Financing Process
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Canadian Premium Sand Inc. Executes Multiple Commercial Off-take Agreements, Signs Turn-Key
EPC Agreement, Enhances Executive Team and Board and Initiates Financing Process
• Three binding commercial off-take agreements have been signed representing a minimum of
62% of planned output capacity, with optionality to increase to 77%
• Multiple memorandums of understanding (“ MOU”) have been signed, representing an
additional 170% of planned output capacity, that are expected to convert into commercial off-
take agreements such that the Project (defined below) is 100% contracted
• Pre-construction engineering and design is complete and a turn-key EPC agreement has been
signed providing capital cost certainty and operational performance guarantees
• Off-take agreements and fixed cost certainty underpin attractive project economics (>18%
unlevered before-tax IRR)
• Environmental Act Licence issued by the province of Manitoba to construct and operate a
patterned solar glass manufacturing facility
• Vice President, Glass Operations appointed and board of directors enhanced with solar energy
industry expertise
• Formal financing process initiated with Fort Capital Partners (“Fort”) and Peters & Co. Limited
(“Peters”) engaged as co-financial advisors (the “Advisors”)
CALGARY, Alberta, May 11, 2023 – Canadian Premium Sand Inc. (“CPS” or the “Company”) (TSXV: CPS)
is pleased to provide an update regarding its development of North America’s first vertically integrated
patterned solar glass manufacturing facility (the “Project”).
“We are excited to have reached this important stage in the development of our integrated solar glass
manufacturing project. With strong revenue visibility through binding commercial off-take agreements
and a high degree of certainty with capital co sts and operational performance through our EPC
agreement we are co nfident in our ability to commercialize this high return Project, supporting the
global energy transition. With our recent additions of industry expertise to the team, we look forward
to a successful financing process that capitalizes our project and enables the delivery of our exciting
business plan”, stated Company President & CEO, Glenn Leroux.
Commercial Off-take Agreements
The Company has secured firm commercial off-take agreements with three North American solar panel
manufacturers including, Hanwha Solutions Corporation (“ Hanwha”), Heliene Inc. (“ Heliene”) and
Meyer Burger Technology AG (“Meyer Burger”), for a combined total of 62% of planned output capacity
and an average renewable contract term of over 4 years. These agreements include options to increase
firm off-take volumes by an additional 15% of planned output capacity to a combined total of 77 %,
subject to mutual agreement.
Hanwha, through its Qcells division, is the largest solar panel manufacturer in North America and is
focused on establishing a comprehensive, low -carbon, domestic supply chain to support its domestic
solar energy growth strate gy. Qcells has announced plans for a total investment of US$2. 66 billion to
expand its existing 1.7 GW of production capacity in Georgia, to 8.4 GW by 2024. The Company’s
agreement with Qcells incorporates solar glass volumes that represent a material prop ortion of the
Company’s planned output capacity.
Meyer Burger, a large Switzerland-based solar panel manufacturer, is building a manufacturing facility
in Arizona with 2.0 GW of annual production capacity. In August 2022, Meyer Burger announced a long-
term agreement for supply of modules to D.E Shaw Renewable Investments, a large renewable energy
project operator in the U.S. A dditional off- take agreements between Meyer Burger and two other
renowned counterparties were announced in March 2023 and a significant offtake agreement was
signed with Ikea in May 2023.
Heliene, a Canadian based company with operations in Ontario and Minnesota, is focused on
establishing a domestic solar supply chain to support its growth strategy in North America. Heliene has
experienced significant growth since starting in 2010 in Canada and its U.S. operations in 2017 and is
currently expanding its manufacturing capacity by 100% to 2GW.
To further complement these contracted volumes, the Company is negotiating additional firm off-take
agreements with nine other solar panel manufacturers. The Company has executed MOUs with these
counterparties that r epresent an additional 1 70% of total planned output capacity and expects to
convert several of these MOUs into formal off- take agreements such that 100% of planned output
capacity is contracted to further de-risk the project.
Finalized Engineering and Design
Due to higher-than-expected demand, the Company and its EPC consortium have designed an 800 tonne
per day solar glass manufacturing facility (the ‘‘Facility’’), significantly larger than the 550 tonne per day
facility contemplated in the 2021 FEED study.
The Company’s EPC consortium, which includes PCL Constructors Canada Inc. and Henry F. Teichmann,
Inc., has finalized comprehensive pre-construction designs for the Facility, which is capable of supplying
solar glass to approximately 6.0 GW per annum of solar panel manufacturing capacity in North America.
The Facility will be capable of producing a range of patterned solar glass specifications , including
standard 3.2mm thick front-glass for the residential and commercial rooftop market as well as 2.0 mm
thick glass required for the bifacial utility market.
The Company has entered into a preliminary construction agreement with the EPC consortium that
incorporates a guaranteed maximum cost of $880 million, which is inclusive of the silica sand operation
and provides for turn-key project execution, including specific operational and performance guarantees
for the Project. The agreement includes mechanisms to reduce the guaranteed maximum cost through
various means, including a direct reduction in scope that may result from government participation.
Additionally, the Company is evaluating the applicability of the Canadian Federal Government’s recently
announced 30% refundable Investment Tax Credit for Clean Manufacturing.
Attractive Project Economics
Highlights of the Project include:
• $300 to $330 million of annual revenue
• $170 to $190 million of annual EBITDA (see "Non-GAAP Financial Measure")
• Greater than 18% unlevered before-tax IRR (see "Endnote")
CPS expects to be the leading provider of patterned solar glass to the North American market benefiting
from the use of low- cost renewable hydroelectric energy, proximity to customers , stable political
environment and the integration of the Company’s wholly-owned and exceedingly rare, low-iron silica
sand supply. There are currently only four other known deposits of low-iron silica sand in North America,
the majority of which have volumes that are committed to third party architectural glass customers.
Based on the growth profile of the market and the size of the Company’s silica sand resource, CPS sees
the potential to incre ase glass production by up to 100 % through future expansion. By leveraging
investment in common infrastructure, a second phase of the Project is expected to be financed
organically, which would be accretive to Project economics.
Environmental Act Licence Issued
On May 3, 2023, the province of Manitoba issued the Company an Environmental Act Licence to
construct and operate its proposed patterned solar glass manufacturing facility on the site secured in
the City of Selkirk. The receipt of this licence secures a key regulatory requirement and removes a critical
path item from the development schedule. Additionally, the successful licence application validates the
Company’s plan to construct and operate a solar glass manufacturing facility with environmental
standards that will exceed current industry standards.
Appointment of Vice President, Glass Operations and Addition to the Board of Directors
CPS is pleased to announce it has appointed Dana Partridge as Vice President, Glass Operations. Mr.
Partridge brings significant glass manufacturing experience gained over a 20+ year career across a
variety of roles with Guardian Industries in glass plant opera�ons. During his �me with Guardian
Industries, Mr. Partridge had management oversight of mul�ple glass produc�on facili�es in the firm’s
U.S., La�n America and Asia- Pacific regions and he managed the construc�on, commissioning and
staffing of a 500 tonne per day greenfield glass manufacturing facility in Saudi Arabia. Following his
career at Guardian Industries, Dana contributed to the success of a number of manufacturing companies
and is joining CPS from Tacoma Glass Manufacturing, in Burlington, Washington. Mr. Partridge’s
academic creden�als include a BA/BS in Business Management and Geology from Marieta College and
a Juris Doctorate from Concord Law School, earned following his gradua�on from the U.S. Naval War
College in Newport, RI. Mr. Partridge will be joining the Company initially as a management consultant
pending his relocation to Canada.
Additionally, CPS is pleased to announce that Theresa Jester has joined the Company’s board of
directors. Ms. Jester brings over 40 years of experience as a corporate executive and board member in
solar energy technology , engineering and hardware manufacturing organizations. During Ms. Jester’s
26-year career at Solar World and its related predecessors, she managed a 700 -employee solar panel
manufacturing division with global operations that exceeded $500 million in revenue. Ms. Jester is
currently the Managing Director for PI Berlin North America, the leading technical advisor, risk manager
and quality assurance provider for PV equipment . Ms. Jester’s experience includes executive roles at
Solaria, and Hudson Energy Partners, a U.S. private equity fund focused on solar energy technologies.
Ms. Jester has also served as a director at several solar energy -related companies. Ms. Jester earned a
BS in Mechanical Engineering from California State University and was named “Solar Energy Woman of
the Year” 2015 by the American Solar Energy Society.
Initiation of Formal Financing Process
The Company is pleased to announce the initiation of a formal process to raise external capital to finance
construction of the Project. The Company has engaged Fort and Peters as co -financial advisors in
connection with this process.
The Company does not intend to provide any updates on the progress of this initiative until a definitive
outcome has been reached.
About Canadian Premium Sand Inc.
The Company is developing manufacturing capacity for ultra high-clarity patterned solar glass through
a Company-owned Facility to be located in Selkirk, Manitoba that utilizes the high-purity, low-iron silica
sand from its wholly owned Wanipigow quarry leases and renewable Manitoba hydroelectricity . The
Company is a reporting issuer in Ontario, Alberta and British Columbia. Its shares trade on th e TSXV
under the symbol "CPS".
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.
CONTACT INFORMATION:
Canadian Premium Sand Inc.
Glenn Leroux Cam Deller
President and Chief Executive Officer Chief Financial Officer
[email protected] [email protected]
Investor Relations
587.355.3714
www.cpsglass.com
The securities that may be issued pursuant to the financing described herein 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 accordingly may not be offered or sold within the United States or to “U.S.
persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S.
Persons”), except in compliance with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions therefrom. This press release does
not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or
for the account of benefit of, persons in the United States or U.S. Persons.
Forward-Looking Information
Certain statements contained in this press release constitute forward- looking statements relating to,
without limitation, expectations, intentions, plans and beliefs, including information as to the future
events, results of operations and the Company’s future performance (both operational and financial)
and business prospects. In certain cases, forward- looking statements can be identified by the use of
words such as “expects”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “plans”, “seeks”,
“projects” or variations of such words and phrases, or state that certain actions, events or results “may”
or “will” be taken, occur or be achieved. Such forward-looking statements reflect the Company's beliefs,
estimates and opinions regarding its future growth, result s of operations, future performance (both
operational and financial), and business prospects and opportunities at the time such statements are
made, and the Company undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or circumstances should change. Forward- looking statements are necessarily
based upon a number of estimates and assumptions made by the Company that are inherently subject
to significant business, economic, competitive, political and social uncertainties and contingencies.
Forward-looking statements are not guarantees of future performance. In particular, this press release
contains forward-looking statements pertaining, but not limited, to: future project economics including
forecast annual rev enue and EBITDA and IRR levels; the anticipated contracting levels and benefits
arising from firm commercial offtake agreements; the expectation that MOUs will be converted into firm
commercial offtake agreements; the ability of the Project to support global energy transformation; the
potential availability of government tax incentives; the benefits to be derived from the management and
Board additions; the results and expectations arising from the formal financing process; the expectation
that CPS will be the leading provider of patterned solar glass to the North American market benefiting
from the use of low -cost renewable hydroelectric energy, proximity to customers, stable political
environment and the integration of the Company’s wholly-owned and rare, low-iron silica sand supply;
the potential increase in production through future expansion; the expectation that the second phase of
the Project will be financed organically with the result being that this would be accretive to Project
economics; the statement that the Company does not intend to provide any updates on the progress of
the financing process until the outcome and the terms have been determined; the expectation that the
Project will provide for strong economic returns for our current and future shareholders; the other
development initiatives the Company plans to advance; future development plans; industry activity
levels; industry conditions pertaining to the solar glass manufacturing industry; the ability of and manner
by which the Company expects to meet its capital needs; and the Company's objectives, strategies and
competitive strengths. By their nature, forward- looking statements involve numerous current
assumptions, known and unknown risks, uncertainties and other factors which may cause th e actual
results, performance or achievements of the Company to differ materially from those anticipated by the
Company and described in the forward-looking statements.
A number of factors, risks and uncertainties could cause results to differ materially from those
anticipated and described herein including, among others: the effects of competition and pricing
pressures; effects of fluctuations in the price of glass products and raw materials input costs; risks related
to indebtedness and liquidity, including the Company's capital requirements; risks related to interest rate
fluctuations and foreign exchange rate fluctuations; changes in general economic, financial, market and
business conditions in the markets in which the Company operates; the Company's ability to obtain,
maintain and renew required permits, licenses and approvals from regulatory authorities; the stringent
requirements of and potential changes to applicable legislation, regulations and standards; the ability
of the Company to comply with unexpected costs of government regulations; liabilities resulting from
the Company's operations; the results of litigation or regulatory proceedings that may be brought
against the Company; uninsured and underinsured losses; risks related to the transportat ion of the
Company's products, including potential rail line interruptions or a reduction in rail car availability; the
geographic and customer concentration of the Company; the ability of the Company to retain and attract
qualified management and staff in the markets in which the Company operates; labor disputes and work
stoppages and risks related to employee health and safety; general risks associated with the glass
manufacturing and sand quarry industries, loss of markets, consumer and business spending and
borrowing trends; limited, unfavorable, or a lack of access to capital markets; uncertainties inherent in
estimating quantities of products; processing problems; the use and suitability of the Company's
accounting estimates and judgments; and the othe r risk factors outlined in CPS’s most recent
Management’s Discussion and Analysis which is available on SEDAR at www.sedar.com . Although the
Company has attempted to identify important factors that could cause actual actions, events or results
to differ materially from those described in its forward -looking statements, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or intended. There can be no
assurance that forward- looking statements will materialize or prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. The forward-looking
statements contained in this press release are expressly qualified by this cautionary statement. Readers
should not place undue reliance on forward-looking statements. These statements speak only as of the
date of this press release. Ex cept as may be required by law, the Company expressly disclaims any
intention or obligation to revise or update any forward-looking statements or information whether as a
result of new information, future events or otherwise. Any financial outlook and future-oriented financial
information contained in this press release regarding prospective financial performance, financial
position, cash flows or EBITDA projections are based on assumptions about future events, including
economic conditions and proposed courses of action based on management’s assessment of the relevant
information that is currently available. Projected operational information and forecast revenue, EBITDA
and IRR levels contains forward-looking information and is based on a number of material assumptions
and factors, as are set out above. These projections may also be considered to contain future oriented
financial information or a financial outlook. The actual results of the Company's operations for any
period will likely vary from the amount s set forth in these projections and such variations may be
material. Actual results will vary from projected results. Readers are cautioned that any such financial
outlook and future -oriented financial information contained herein should not be used for purposes
other than those for which it is disclosed herein. The forward- looking information and statements
contained in this document speak only as of the date hereof and the Company does not assume any
obligation to publicly update or revise them to reflec t new events or circumstances, except as may be
required pursuant to applicable laws.
Market, Independent Third Party and Industry Data
Certain market, independent third-party and industry data contained in this press release is based upon
information from government or other independent industry publications and reports or based on
estimates derived from such publications and reports. Government and industry publications and reports
generally indicate that they have obtained their information from sources believed to be reliable, but the
Company has not conducted its own independent verification of such information. This press release also
includes certain data derived from public filings made by independent third parties. While the Company
believes this data to be reliable, market and industry data is subject to variations and cannot be verified
with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature
of the data gathering process and other limitations and uncertainties inherent in any statistical survey.
The Company has not independently verified any of the data from independent third- party sources
referred to in this press release or ascertained the underlying assumptions relied upon by such sources.
Non-GAAP Financial Measure
In this press release, CPS has used the term "EBTIDA" (a “Non-GAAP Financial Measure”) which is not
defined by International Financial Reporting Standards (“IFRS”) but is used by management to evaluate
the performance of CPS and its business. EBITDA is defined as earnings before interest, taxes,
depreciation and amortization. This measure may also be used by investors, financial institutions and
others to assess CPS’s performance and ability to service debt. Non- GAAP Financial Measures do not
have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar
measures presented by other companies. Securities regulations require that Non- GAAP Financial
Measures are clearly defined, qualified and reconciled to their most comparable IFRS financial measures.
Except as otherwise indicated, Non- GAAP Financial Measures are calculated and disclosed on a
consistent basis from period to period. Specific items may only be relevant in certain periods. The intent
of Non-GAAP Financial Measures is to provide additional useful information to investors and analysts,
and the measures do not have any standardized meaning under IFRS. The measures should not,
therefore, be considered in isolation or used in substitute for measures of performance prepared in
accordance with IFRS. Other issuers may calculate Non- GAAP Financial Measures differently. Investors
should be cautioned that EBITDA should not be construed as an alternative to net earnings, cash flow
from operating activities or other measures of financial results determined in accordance with GAAP as
an indicator of CPS’s performance.
Currency
All references to “$” in this press release are to Canadian dollars, unless otherwise noted.
Endnote
1Internal financial modeling based on: capital and operating cost details from the pre -construction
engineering and design; current solar glass price data from Singapore Solar Exchange and PV InfoLink;
and logistics quotes for delivery costs of solar glass to North American locations. Implicit in forward-
looking information in respect of the IRR and EBTIDA projections contained in this press release are
certain current assumptions, including, among others, that the Company will continue to execute on its
strategy of developing manufacturing capacity for solar glass, attracting customers and end- users,
realize operational efficiencies from its integrated sand quarry, and extract procurement and cost
synergies on time and on budget. Additional assumptions include no changes to the current economic
environment, no material changes in interest rates and foreign exchange rates, procurement,
development or supply costs, access to equity and debt capital and sufficient cash flow for ongoing
operations and the successful outcome of the formal financing process that has been initiated. These
assumptions are based on the fact that funding for the construction of the facility will be obtained, the
Project will receive final investment decision approval from the CPS board and the ultimate construction
of the Facility will proceed as scheduled and on budget, markets for solar glass and access to end
markets. See also “Forward-Looking Information” above.
Information Regarding Counterparties
Certain information contained in t his press release relating to the Company's counterparties which
include Hanwha, Heliene, Meyer Burger and others, and the nature of their respective businesses is taken
from and based solely upon information published by such issuers. The Company has not independently
verified the accuracy or completeness of any such information.