Smithe Resources Corp. Announces Letter of Intent FOR Qualifying Transaction with Indie Power Storage Corp.
August 4, 2022 TSX-V: SMTH.P
SMITHE RESOURCES CORP. ANNOUNCES LETTER OF INTENT FOR
QUALIFYING TRANSACTION WITH INDIE POWER STORAGE CORP.
Not for distribution to United States newswire services or for release publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. – 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 i ntends 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 operation s, 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 executi ve of Fountainhead
Investment Partners. He is a principal of Roark Energy Advisors.
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Zayn Kalyan (Director)
Mr. Kalyan is an experienced investment banker and business development executive. Starting his career
as a software engineer, his background in th e “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 bo ards 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, provi des 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 functiona l 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 sha res 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 Smi the 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 pa rties’ 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”).
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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 fu rther 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 subje ct 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 Smi the 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 directo rs 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.
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In accordance with the policies of the Excha nge, 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 po licy, 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 t hat 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
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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. Becau se 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 reasonabl e, 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 stat ements 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.