Cleantech

  • Pilot project to provide in-field proof of concept and operational data
  • Advancing a potential solution for global utility companies to blend hydrogen and natural gas
  • JV structured to support potential future growth and additional partnerships

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce the execution of a letter of intent (" LOI ") with Progressus Clean Technologies Inc. (" Progressus ") executed on September 12, 2022, to complete a joint venture (" JV ") pilot project that aims to provide a solution for natural gas utilities to directly power both residential and commercial businesses. Progressus is a venture-stage green technology company developing solutions for hydrogen generation and separation, which are complementary to AFCP's fuel cell technologies. The JV is intended to provide proof of concept for each company's technologies and assess the ability to combine various Progressus technologies with AFCP fuel cells to serve residential and small building customers across North America.

Channce Fuller, President and CEO of Progressus and Frank Carnevale, CEO of Alkaline Fuel Cell Power Corp. shake hands upon finalizing the LOI.

Figure 1- Channce Fuller, President and CEO of Progressus and Frank Carnevale, CEO of Alkaline Fuel Cell Power Corp. shake hands upon finalizing the LOI.

"Alkaline Fuel Cell Power is pleased to be working with the talented team at Progressus to combine our respective technologies and accelerate the ability for utility companies to utilize natural gas pipelines for the distribution of hydrogen for residential and commercial customers, more immediately," said Frank Carnevale, Chief Executive Officer of AFCP. "This JV pilot project is a key milestone in our goal of making zero emission fuel cells widely available, handing ‘power to the people' so that individuals can both save on energy costs while positively contributing to global emission reduction targets."

"The missions and combined vision of AFCP and Progressus are very complementary to one another. By leveraging the strengths of both organizations, we can more efficiently and effectively solve the growing need for innovative hydrogen solutions. The proposed JV pilot project with AFCP is an active step towards progressing hydrogen innovation and combining the suite of technologies that will ultimately be needed for global hydrogen solutions in the future." said Channce Fuller, Chief Executive Officer of Progressus.

Summary of the JV

To reduce the CO2 emissions around the world, gas distribution companies and municipalities are setting-up projects to inject hydrogen into the local gas distribution grid. This gas mixture generally aims to contain up to 20% hydrogen and its use is targeted for residential and commercial buildings.

AFCP and Progressus will work together to execute a JV pilot project utilizing technologies from each company to provide in-field proof-of-concept, generate operational data that can inform continued development and market opportunities, and establish a platform to support future potential growth and additional partnerships. The exact location of the JV pilot project remains under consideration but initially, North America will be the focus with secondary priority given to potential future pilots in Europe.

Progressus technologies enable the extraction of dilute hydrogen from gas streams, a critical component as utility companies globally increasingly strive to inject hydrogen into natural gas streams. Progressus represents a solution that can extract the hydrogen at high efficiencies, complementing AFCP's low-cost combined heat and power (" CHP ") alkaline fuel cell and generator development.

The JV pilot project is designed to use the Progressus hydrogen separation technology to efficiently extract hydrogen at high purities from the existing natural gas grid, and then convert the purified hydrogen using either AFCP's 4 kW Micro-CHP or 4 kW generator to produce electricity, and potentially heat. This project could be put to immediate use in a residential home or commercial building, providing truly zero-emission power. AFCP has already identified interest from natural gas and electric utilities and municipalities to pilot the concept.

By accelerating the distribution of hydrogen through natural gas transportation networks, particularly in North America, sales of AFCP's alkaline fuel cell CHP units and generator systems could be rapidly scaled. Combining AFCP's and Progressus' technologies offers an ideal potential solution to support the generation of low carbon energy that contributes to the world's clean energy transition.

AFCP's conceptual designs for the 4 kW Micro-CHP and 10 kW Fuel Cell Generator systems

Figure 2- AFCP's conceptual designs for the 4 kW Micro-CHP and 10 kW Fuel Cell Generator systems

Background to the JV

The energy sector currently contributes approximately three-quarters of global greenhouse gas emissions and is therefore simultaneously capable of averting the worst effects of climate change 1 . To reduce CO 2 emissions, gas distribution companies and municipalities are advancing projects that facilitate the injection of hydrogen into the local gas distribution grid as a cleaner energy source.

In the last two years alone, more than two dozen hydrogen injection projects have been announced in the U.S., with additional commitments outlined in early 2022 2 . With the passing of the Inflation Reduction Act (IRA), there is massive momentum building for additional investment in clean hydrogen solutions. Beyond the U.S., the largest global gas utilities (including SoCalGas, Enbridge, ATCO Gas, Snam SpA, Enagas S.A., and Open Grid Europe, to name a few) are all actively working on projects to inject hydrogen into their natural gas grids 3 .

The proposed pilot project would initially cover one extraction system linked to one 4 kW Micro-CHP or generator system, with expansion to a larger scale in future pilots designed to provide clean hydrogen and power for multiple residential users or commercial applications.

As the Company disclosed on August 26, 2002 , AFCP is expecting to have six prototype fuel cells to utilize within pilots, globally.

Outlook for Second Half of 2022

On June 20, 2002, the Company provided an outlook for the balance of 2022 and over the longer-term. As an example, the Company indicated that it will further accelerate and ramp up efforts to bring fuel cells to market, globally. The Company also indicated that it will look to secure additional strategic partnerships for the piloting and deployment of fuel cells in North America.

With this announcement, AFCP is pleased to continue to meet its outlook objectives for the second half of 2022.

ABOUT PROGRESSUS CLEAN TECHNOLOGIES

Progress Clean Technologies (formerly AES-100 Inc.) is a venture stage green technology company focused on the development of novel hydrogen generation and separation technologies. Progressus Clean Technologies owns the exclusive rights and intellectual property pertaining to the Advanced Electrolyzer System for the production of hydrogen from dilute syngas.

ABOUT Alkaline Fuel Cell Power CORP. (NEO: PWWR)

AFCP is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. We bring ‘Power to the People' today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

AFCP operates through two global entities: Fuel Cell Power NV, a wholly owned subsidiary in Belgium, and PWWR Flow Streams ("PWWR Flow"), an AFCP brand in Canada.

  • Fuel Cell Power NV is focused on the development, production and commercialization of micro- combined heat and power ("micro-CHP") systems and off-grid and back-up power generators based on advanced alkaline fuel cell technology that generates zero CO2 emissions. Fuel Cell Power NV is working through milestones to deliver a commercialized alkaline fuel cell in 2024.
  • PWWR Flow is focused on the development, ownership and operations of combined heat and power ("CHP") assets. PWWR Flow assets deliver efficiency improvements of over 20% with reduced costs to customers in multi-residential and commercial applications. PWWR Flow has contracted existing CHP assets in Toronto, Canada, and has an additional pipeline of potential contracts valued at over $50 million currently in development.

AFCP is well positioned to deliver ‘Power to the People' in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at https://www.fuelcellpower.com/ , and the Company encourages investors and other interested stakeholders to follow it on:

LinkedIn , Twitter, Facebook, Instagram and YouTube. Common shares are listed for trading on the NEO Exchange ("NEO") under the symbol " PWWR ", the OTC Venture Exchange "OTCQB" under the symbol " ALKFF " and on the Frankfurt Exchange under symbol " 77R " and " WKN A3CTYF " .

For further information, please contact:

Frank Carnevale
Chief Executive Officer
+1 (647) 531-8264
fcarnevale@fuelcellpower.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "achieve". Forward-looking statements may include, but are not limited to, statements with respect to the Company's technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.


1 https://www.un.org/en/climatechange/net-zero-coalition
2 https://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/gas-utilities-get-to-work-piloting-hydrogen-use-in-distribution-systems-69302367
3 https://www.reuters.com/business/cop/europes-gas-firms-prime-pipelines-hydrogen-highway-2021-11-18/


Photos accompanying this announcement are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/99e163be-2cf6-4133-b7e7-e24e48915eaa
https://www.globenewswire.com/NewsRoom/AttachmentNg/3ab484da-9c44-4ccd-9a7b-5f4ef4d2966f


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Alkaline Fuel Cell Power Corp. Announces Filing and Mailing of Information Circular for Special Meeting of Shareholders

Alkaline Fuel Cell Power Corp. Announces Filing and Mailing of Information Circular for Special Meeting of Shareholders

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) (" AFCP " or the " Company "), a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce the SEDAR filing and physical mailing of a management information circular dated September 26, 2022 (the " Circular ") and related meeting and proxy materials in connection with its upcoming special meeting of shareholders to be held on October 17, 2022 (the " Special Meeting ").

At the Special Meeting, AFCP will seek shareholder approval to amend the exercise price of certain outstanding common share purchase warrants (the " Warrants ") of the Company from between $0.75 and $0.33 (which is significantly above current trading prices for the common shares of the Company (the " Common Shares ") to $0.20 (the " Warrant Amendments "). In accordance with the polices of the NEO Exchange (the " NEO "), those holders of Warrants who are advantaged by the proposed Warrant Amendments will be excluded from voting on the Warrant Amendments. The particulars of the Warrant Amendments are further disclosed in the Circular.

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Progressus Clean Technologies Executes Letter of Intent  with Alkaline Fuel Cell Power Corp for Industry-Leading Clean Hydrogen Joint Venture Pilot

Progressus Clean Technologies Executes Letter of Intent with Alkaline Fuel Cell Power Corp for Industry-Leading Clean Hydrogen Joint Venture Pilot

  • Pilot project to provide in-field proof of concept and operational data
  • Advancing a potential solution for global utility companies to blend hydrogen and natural gas
  • JV structured to support potential future growth and additional partnerships

Progressus Clean Technologies Inc. ("Progressus" or the "Company") is pleased to announce the execution of a letter of intent ("LOI") with Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP") executed on September 12, 2022, to complete a joint venture ("JV") pilot project that aims to provide a solution for natural gas utilities to directly power both residential and commercial businesses. Alkaline Fuel Cell Power Corp. is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. The JV is intended to provide proof of concept for each company's technologies and assess the ability to combine various Progressus technologies with AFCP fuel cells to serve residential and small building customers across North America.

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Alkaline Fuel Cell Power Corp. Executes Letter of Intent with Progressus Clean Technologies Inc. for Industry-Leading Clean Hydrogen Joint Venture Pilot

Alkaline Fuel Cell Power Corp. Executes Letter of Intent with Progressus Clean Technologies Inc. for Industry-Leading Clean Hydrogen Joint Venture Pilot

  • Pilot project to provide in-field proof of concept and operational data
  • Advancing a potential solution for global utility companies to blend hydrogen and natural gas
  • JV structured to support potential future growth and additional partnerships

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB:ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce the execution of a letter of intent (" LOI ") with Progressus Clean Technologies Inc. (" Progressus ") executed on September 12, 2022, to complete a joint venture (" JV ") pilot project that aims to provide a solution for natural gas utilities to directly power both residential and commercial businesses. Progressus is a venture-stage green technology company developing solutions for hydrogen generation and separation, which are complementary to AFCP's fuel cell technologies. The JV is intended to provide proof of concept for each company's technologies and assess the ability to combine various Progressus technologies with AFCP fuel cells to serve residential and small building customers across North America.

Channce Fuller, President and CEO of Progressus and Frank Carnevale, CEO of Alkaline Fuel Cell Power Corp. shake hands upon finalizing the LOI.

Figure 1- Channce Fuller, President and CEO of Progressus and Frank Carnevale, CEO of Alkaline Fuel Cell Power Corp. shake hands upon finalizing the LOI.

"Alkaline Fuel Cell Power is pleased to be working with the talented team at Progressus to combine our respective technologies and accelerate the ability for utility companies to utilize natural gas pipelines for the distribution of hydrogen for residential and commercial customers, more immediately," said Frank Carnevale, Chief Executive Officer of AFCP. "This JV pilot project is a key milestone in our goal of making zero emission fuel cells widely available, handing ‘power to the people' so that individuals can both save on energy costs while positively contributing to global emission reduction targets."

"The missions and combined vision of AFCP and Progressus are very complementary to one another. By leveraging the strengths of both organizations, we can more efficiently and effectively solve the growing need for innovative hydrogen solutions. The proposed JV pilot project with AFCP is an active step towards progressing hydrogen innovation and combining the suite of technologies that will ultimately be needed for global hydrogen solutions in the future." said Channce Fuller, Chief Executive Officer of Progressus.

Summary of the JV

To reduce the CO2 emissions around the world, gas distribution companies and municipalities are setting-up projects to inject hydrogen into the local gas distribution grid. This gas mixture generally aims to contain up to 20% hydrogen and its use is targeted for residential and commercial buildings.

AFCP and Progressus will work together to execute a JV pilot project utilizing technologies from each company to provide in-field proof-of-concept, generate operational data that can inform continued development and market opportunities, and establish a platform to support future potential growth and additional partnerships. The exact location of the JV pilot project remains under consideration but initially, North America will be the focus with secondary priority given to potential future pilots in Europe.

Progressus technologies enable the extraction of dilute hydrogen from gas streams, a critical component as utility companies globally increasingly strive to inject hydrogen into natural gas streams. Progressus represents a solution that can extract the hydrogen at high efficiencies, complementing AFCP's low-cost combined heat and power (" CHP ") alkaline fuel cell and generator development.

The JV pilot project is designed to use the Progressus hydrogen separation technology to efficiently extract hydrogen at high purities from the existing natural gas grid, and then convert the purified hydrogen using either AFCP's 4 kW Micro-CHP or 4 kW generator to produce electricity, and potentially heat. This project could be put to immediate use in a residential home or commercial building, providing truly zero-emission power. AFCP has already identified interest from natural gas and electric utilities and municipalities to pilot the concept.

By accelerating the distribution of hydrogen through natural gas transportation networks, particularly in North America, sales of AFCP's alkaline fuel cell CHP units and generator systems could be rapidly scaled. Combining AFCP's and Progressus' technologies offers an ideal potential solution to support the generation of low carbon energy that contributes to the world's clean energy transition.

AFCP's conceptual designs for the 4 kW Micro-CHP and 10 kW Fuel Cell Generator systems

Figure 2- AFCP's conceptual designs for the 4 kW Micro-CHP and 10 kW Fuel Cell Generator systems

Background to the JV

The energy sector currently contributes approximately three-quarters of global greenhouse gas emissions and is therefore simultaneously capable of averting the worst effects of climate change 1 . To reduce CO 2 emissions, gas distribution companies and municipalities are advancing projects that facilitate the injection of hydrogen into the local gas distribution grid as a cleaner energy source.

In the last two years alone, more than two dozen hydrogen injection projects have been announced in the U.S., with additional commitments outlined in early 2022 2 . With the passing of the Inflation Reduction Act (IRA), there is massive momentum building for additional investment in clean hydrogen solutions. Beyond the U.S., the largest global gas utilities (including SoCalGas, Enbridge, ATCO Gas, Snam SpA, Enagas S.A., and Open Grid Europe, to name a few) are all actively working on projects to inject hydrogen into their natural gas grids 3 .

The proposed pilot project would initially cover one extraction system linked to one 4 kW Micro-CHP or generator system, with expansion to a larger scale in future pilots designed to provide clean hydrogen and power for multiple residential users or commercial applications.

As the Company disclosed on August 26, 2002 , AFCP is expecting to have six prototype fuel cells to utilize within pilots, globally.

Outlook for Second Half of 2022

On June 20, 2002, the Company provided an outlook for the balance of 2022 and over the longer-term. As an example, the Company indicated that it will further accelerate and ramp up efforts to bring fuel cells to market, globally. The Company also indicated that it will look to secure additional strategic partnerships for the piloting and deployment of fuel cells in North America.

With this announcement, AFCP is pleased to continue to meet its outlook objectives for the second half of 2022.

ABOUT PROGRESSUS CLEAN TECHNOLOGIES

Progress Clean Technologies (formerly AES-100 Inc.) is a venture stage green technology company focused on the development of novel hydrogen generation and separation technologies. Progressus Clean Technologies owns the exclusive rights and intellectual property pertaining to the Advanced Electrolyzer System for the production of hydrogen from dilute syngas.

ABOUT Alkaline Fuel Cell Power CORP. (NEO: PWWR)

AFCP is a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech. We bring ‘Power to the People' today, combining a stable revenue stream with a future- forward vision to commercialize our advanced hydrogen fuel cell technology to meet the massive global market need, and ultimately generate compelling returns for investors.

AFCP operates through two global entities: Fuel Cell Power NV, a wholly owned subsidiary in Belgium, and PWWR Flow Streams ("PWWR Flow"), an AFCP brand in Canada.

  • Fuel Cell Power NV is focused on the development, production and commercialization of micro- combined heat and power ("micro-CHP") systems and off-grid and back-up power generators based on advanced alkaline fuel cell technology that generates zero CO2 emissions. Fuel Cell Power NV is working through milestones to deliver a commercialized alkaline fuel cell in 2024.
  • PWWR Flow is focused on the development, ownership and operations of combined heat and power ("CHP") assets. PWWR Flow assets deliver efficiency improvements of over 20% with reduced costs to customers in multi-residential and commercial applications. PWWR Flow has contracted existing CHP assets in Toronto, Canada, and has an additional pipeline of potential contracts valued at over $50 million currently in development.

AFCP is well positioned to deliver ‘Power to the People' in the global energy transition while offering a diversified cleantech growth platform for investors.

Further information is available on the Company website at https://www.fuelcellpower.com/ , and the Company encourages investors and other interested stakeholders to follow it on:

LinkedIn , Twitter, Facebook, Instagram and YouTube. Common shares are listed for trading on the NEO Exchange ("NEO") under the symbol " PWWR ", the OTC Venture Exchange "OTCQB" under the symbol " ALKFF " and on the Frankfurt Exchange under symbol " 77R " and " WKN A3CTYF " .

For further information, please contact:

Frank Carnevale
Chief Executive Officer
+1 (647) 531-8264
fcarnevale@fuelcellpower.com

Forward-Looking Information

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "forecasts", "intends", "anticipates", "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "occur" or "achieve". Forward-looking statements may include, but are not limited to, statements with respect to the Company's technology, intellectual property, business plan, objectives and strategy.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward- looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

NEITHER THE NEO EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE NEO EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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REPEAT - AFCP's Belgium Subsidiary, Fuel Cell Power NV, Achieves ISO 9001:2015 Quality Management System Certification

REPEAT - AFCP's Belgium Subsidiary, Fuel Cell Power NV, Achieves ISO 9001:2015 Quality Management System Certification

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB: ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce that Fuel Cell Power NV ("FCP NV"), the Company's wholly-owned Belgium subsidiary, has earned ISO 9001:2015 certification for its quality management system from BQA NV in accordance with international standards from the International Organization for Standardization (ISO). The application field for FCP NV's certification is the development of alkaline fuel cells.

Fuel Cell Power NV staff gathers in Belgium for the ISO 9001:2015 certification announcement

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AFCP's Belgium Subsidiary, Fuel Cell Power NV, Achieves ISO 9001:2015 Quality Management System Certification

AFCP's Belgium Subsidiary, Fuel Cell Power NV, Achieves ISO 9001:2015 Quality Management System Certification

Alkaline Fuel Cell Power Corp. (NEO: PWWR) (OTCQB: ALKFF) (Frankfurt: 77R, WKN: A3CTYF) ("AFCP" or the "Company") a diversified investment platform developing affordable, renewable, and reliable energy assets and cleantech, is pleased to announce that Fuel Cell Power NV ("FCP NV"), the Company's wholly-owned Belgium subsidiary, has earned ISO 9001:2015 certification for its quality management system from BQA NV in accordance with international standards from the International Organization for Standardization (ISO). The application field for FCP NV's certification is the development of alkaline fuel cells.

Fuel Cell Power NV staff gathers in Belgium for the ISO 9001:2015 certification announcement

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BriaCell to Present New Clinical Data at the 2022 San Antonio Breast Cancer Symposium® December 6th and 7th

BriaCell to Present New Clinical Data at the 2022 San Antonio Breast Cancer Symposium® December 6th and 7th

BriaCell Therapeutics Corp. (Nasdaq: BCTX, BCTXW) (TSX: BCT) ("BriaCell" or the "Company") a clinical-stage biotechnology company specializing in targeted immunotherapies for cancer, is pleased to announce that its lead product candidate, Bria-IMT™, will be featured in three posters during the 2022 San Antonio Breast Cancer Symposium® taking place December 6-10, 2022 at the Henry B. Gonzalez Convention Center in San Antonio, Texas.

"Our mission is to find solutions for advanced breast cancer patients who do not respond to current treatments. We are thrilled for the opportunity to share our clinical findings with clinicians who treat similar, difficult-to-treat patients," stated Dr. Bill Williams, BriaCell's President & CEO.

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GMG Acquires THERMAL-XR Manufacturing Intellectual Property and Brand Rights and Grants RSUs to Directors and Officers

GMG Acquires THERMAL-XR Manufacturing Intellectual Property and Brand Rights and Grants RSUs to Directors and Officers

Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG") is pleased to announce that, further to its news release dated August 15, 2022, GMG has completed the acquisition of the manufacturing intellectual property and brand rights of OzKem Pty Ltd.'s ("OzKem") THERMAL-XR® coating products. OzKem developed the THERMAL-XR® coating system products using GMG graphene together with OzKem's base HVAC (Heating Venting and Air Conditioning) coating. GMG is an international distributor of THERMAL-XR® products with a number of global commercial demonstrations underway or initial sales completed. GMG now owns the THERMAL-XR® brand, will buy the base coatings product from OzKem, and will manufacture the THERMAL-XR® products containing GMG graphene.

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Nano One and Euro Manganese Validate Manganese Metal in M2CAM Process

Nano One and Euro Manganese Validate Manganese Metal in M2CAM Process

nano one ® Materials Corp. (TSX: NANO; OTC: NNOMF; Frankfurt: LBMB) ("nano one")

VANCOUVER, British Columbia, Sept. 27, 2022 (GLOBE NEWSWIRE) -- Euro Manganese Inc. (TSX-V and ASX: EMN; OTCQX: EUMNF; Frankfurt: E06) ("Euro Manganese")

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JustKitchen Expanding to Thailand via GrabKitchen Arrangement

JustKitchen Expanding to Thailand via GrabKitchen Arrangement

TSXV: JK OTCQB: JKHCF FRA: 68Z

Consumers in Thailand Will Soon Be Able to Enjoy JustKitchen's Own Master Don, K.Bao and Bodyfit Delivery-Only Brands

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Naturally Splendid Summarizes Plantein Distribution Network

Naturally Splendid Summarizes Plantein Distribution Network

Naturally Splendid Enterprises Ltd. ("Naturally Splendid", "NSE" or "the Company") (FRANKFURT:50N)(TSX-V:NSP)(OTC PINK:NSPDD) is pleased to provide the following summary of the Distribution Network assembled for sales and distribution of the Company's PlanteinTM line of plant-based foods

Naturally Splendid CEO Mr. J. Craig Goodwin states, "We have made several announcements recently regarding the build-out of our distribution network. I am pleased to report that we have assembled a superb network of Distributors servicing Canada from coast to coast. We have secured two (2) of the largest foodservice distributors in North America, which are complemented by Regional and Specialty Distributors. Our Regional and Specialty Distributors have been selected for their established clientele and ability to service niche markets, while the larger distributors will service the mainstream market through their national infrastructure".

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CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

CoinSmart Announces Acquisition by Coinsquare, Creating one of Canada's Largest Crypto Asset Trading Platforms

CoinSmart Financial Inc. (" CoinSmart " or the " Company ") (NEO: SMRT) (FSE: IIR), announced today that it has entered into a definitive agreement dated September 22, 2022 (the " Purchase Agreement ") with Coinsquare Ltd. (" Coinsquare "), a leading Canadian crypto asset trading platform, pursuant to which CoinSmart has agreed to sell to Coinsquare all of the issued and outstanding shares of its wholly-owned operating subsidiary Simply Digital Technologies Inc. (" Simply Digital ") (the " Transaction ").

CoinSmart Financial Inc. Making Cryptocurrency Accessible. Buy, Sell and trade Bitcoin, Etherium, Solana, and more. (CNW Group/CoinSmart)

The acquisition and integration of these two businesses will establish Coinsquare as one of Canada's largest crypto asset trading platforms with a diversified and compliant offering across various business lines, including both retail and institutional trading, crypto payment processing, and digital asset custody. CoinSmart will hold approximately 12% ownership in Coinsquare on a pro-forma basis. The combined company has transacted over $10 billion since January 2018 , and will have over $350 million in assets under custody with a combined user base in excess of 1 million.

Coinsquare is in the final stages of its approval to become Canada's first crypto asset trading platform regulated as an Investment Industry Regulatory Organization of Canada (" IIROC ") dealer and marketplace member.

"Today is an exciting day for all of us at CoinSmart," said CoinSmart CEO Justin Hartzman . "We are thrilled to be working alongside the Coinsquare team to build one of the largest regulated crypto asset trading platforms in Canada and I could not be more proud of what we have accomplished so far. With a diversified product suite, exceptional crypto talent, and one of the largest user bases in Canada , the combined company will be well-positioned to pursue its aggressive expansion plans. While the crypto market is in the building phase of its life cycle, this transaction will provide the torque needed to be in a favourable position entering the next bull run."

"This acquisition represents a monumental and exciting milestone for both companies and brings together two industry leading management teams." said Coinsquare, CEO Martin Piszel . "We are excited to work together to shape how the crypto industry in Canada grows and evolves, and together we will be able to offer our clients the most innovative and secure products backed by the highest standards of regulation in the industry."

Key Transaction Benefits

  • One of Canada's Largest Crypto Asset Trading Platforms: combined company will have transacted over $10 billion in crypto transactions since January 2018 and will have over $350 million in assets under custody, together with a diversified and regulated platform across trading, payments, asset management, and digital asset custody.
  • Acquisition of Cash and Shares with Upside to Shareholders: consideration payable to CoinSmart at closing of $3 million in cash, and the issuance of 5,222,222 common shares of Coinsquare (" Coinsquare Shares "), with an aggregate deemed value of approximately $26,215,555 , plus the ability to receive up to approximately $20 million in additional cash consideration on the achievement of SmartPay business earn-out targets and 1,100,000 Coinsquare Shares on the achievement of over-the-counter (" OTC ") business earn-out targets. It is further anticipated that CoinSmart will hold cash (or crypto assets) of approximately $10 million on completion of the Transaction.
  • Investment in Canada's only Qualified Custodian for Digital Assets: backed by Coinsquare, Coinbase Ventures and other well-known financial institutions, Tetra Trust is Canada's only qualified custodian for digital assets, and represents significant potential upside for Coinsquare shareholders.
  • Exposure to Diversified Investment Portfolio: Coinsquare, through its subsidiary Coinsquare Investments Ltd., holds a diversified investment portfolio in assets, such as FRNT Financial (TSXV: FRNT) and two Blockchange Ventures funds.
  • Management Team to Join Coinsquare : CoinSmart Co-Founders Justin Hartzman, Jeremy Koven , and Michael Koral , amongst others, will join Coinsquare. Justin Hartzman will join the Coinsquare Executive Team and CoinSmart will be entitled to a nominee to join the Coinsquare Board of Directors upon completion of the Transaction.
  • Voting Support by Senior Officers and Directors of ~45%: each of the directors and certain senior officers of CoinSmart have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to vote in favour of the Transaction.

Transaction Details

Pursuant to the terms of the Purchase Agreement, Coinsquare will acquire all of the issued and outstanding shares of Simply Digital on a cash-free, debt-free basis.

The purchase price, which is subject to standard post-closing adjustments as set out in the Purchase Agreement, will be satisfied on closing by (i) the payment to CoinSmart of $3 million in cash, and (ii) the issuance of 5,222,222 Coinsquare Shares to CoinSmart. Coinsquare's largest shareholder, Mogo Inc. (NASDAQ: MOGO) (TSX: MOGO), disclosed in their most recent financials that they valued the Coinsquare Shares at approximately $5.02 per Coinsquare Share as of June 30 , 2022. There can be no assurance that such value per Coinsquare Share has not changed since June 30, 2022 .

Subject to the terms set forth in the Purchase Agreement, additional consideration will be payable to CoinSmart pursuant to the Transaction upon the achievement of certain revenue-based earn-out targets related to CoinSmart's SmartPay business and OTC trading business. Up to an additional $20 million in cash may be payable pursuant to the SmartPay earn-out (over a period of three years following closing of the Transaction) and up to an additional 1,100,000 Coinsquare Shares may be issuable pursuant to the OTC earn-out (over a period of one year following closing of the Transaction).

On completion of the Transaction, CoinSmart will hold approximately 12% of the issued and outstanding Coinsquare Shares. Coinsquare is a privately held company incorporated under the laws of Canada . Other than its interest in Coinsquare Shares and cash, CoinSmart will hold no other material assets immediately following the completion of the Transaction. The Transaction has been unanimously approved by the board of directors of the Company (the " Board ").

Under the terms of the Purchase Agreement, the Board may respond to an unsolicited bona fide written proposal that, having regard to all relevant terms and conditions of such proposal, constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (as defined in the Purchase Agreement).

The Transaction will constitute the sale of all or substantially all of the undertaking of CoinSmart pursuant to the Business Corporations Act ( British Columbia ) and, accordingly, will require approval by not less than two-thirds of the votes cast at a special meeting of the shareholders of CoinSmart (the " Meeting "). CoinSmart currently expects to mail the management information circular in connection with the Meeting to shareholders on or before October 29, 2022 , and to hold the Meeting on or before November 29, 2022 . Subject to the satisfaction (or waiver) of applicable closing conditions as set forth in the Purchase Agreement, the closing of the Transaction is anticipated to occur in the fourth quarter of 2022.

The management of CoinSmart will be employed by Coinsquare following the closing of the Transaction and will continue to play an active role in the ongoing and future business of Simply Digital (including the SmartPay business and the OTC business).

Board Recommendation

The Board has unanimously determined that the Transaction is in the best interests of CoinSmart. Accordingly, the Board approved the Purchase Agreement and recommends that Shareholders vote in favour of the resolution to approve the Transaction at the Meeting.

Each of the directors and certain senior officers of the Company, collectively holding approximately 45% of the issued and outstanding common shares of the Company, have entered into support and voting agreements with Coinsquare pursuant to which they have agreed to support and vote in favour of the Transaction. In making its determination, the Board considered, among other things, an opinion provided to the Board by Eight Capital to the effect that, based upon and subject to the limitations, assumptions and qualifications stated in such opinion, the consideration to be received by CoinSmart pursuant to the Transaction is fair, from a financial point of view, to CoinSmart.

Financial Advisors and Counsel

In connection with the Transaction, CoinSmart has engaged Eight Capital as its financial advisor and Wildeboer Dellelce LLP as its legal advisor. Coinsquare has engaged Origin Merchant Partners as its financial advisor and Goodmans LLP as its legal advisor.

Additional Information

Complete details of the terms and conditions of the Transaction are set out in the Purchase Agreement, which will be filed by CoinSmart under its profile on SEDAR at www.sedar.com .

In addition, further information regarding the Transaction will be contained in the management information circular in respect of the Meeting which will be filed on SEDAR at the time that it is mailed to shareholders. All shareholders are urged to read the information circular once it becomes available, as it will contain additional important information concerning the Transaction.

ABOUT COINSMART

CoinSmart is a leading Canadian-headquartered crypto asset trading platform dedicated to providing customers with an intuitive way for buying and selling digital assets, like Bitcoin and Ethereum. CoinSmart is one of the few crypto asset trading platforms in Canada to be registered as a securities dealer and marketplace with the Ontario Securities Commission. CoinSmart is also one of the first Canadian headquartered trading platforms to have an international presence, accepting customers across 40+ countries at a time when the digital asset industry continues to rapidly expand. CoinSmart further builds on its mission to make cryptocurrency accessible by providing educational resources tailored to every level of cryptocurrency knowledge and unparalleled 24/7 omni-channel customer support. Offering instant verification, industry leading cold wallet storage, advanced charting with order book functionality and over-the-counter premium services, CoinSmart ensures every client's needs are met with the highest level of quality and care. For more information, please visit www.coinsmart.com .

ABOUT COINSQUARE

Founded in 2014, Coinsquare, a private company incorporated under the laws of Canada provides customers with a proprietary platform engineered to deliver a robust, secure, and intelligent interface for trading Bitcoin, Ethereum, Litecoin, and other digital assets. Coinsquare has grown to become Canada's oldest operating digital asset firm, trading on behalf of over half a million Canadians. Coinsquare has raised over $100M in capital and has successfully executed trades in excess of $8 billion to date. For more information, please visit www.coinsquare.com .

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Forward-looking information in this press release includes, among other things, statements and information concerning: the anticipated benefits of the completion of the Transaction; the opportunities available to the combined company on completion of the Transaction; the consideration payable to the Company pursuant to the Transaction, including potential additional consideration payable upon the achievement of specified earn-out targets; the Company's pro-forma ownership of Coinsquare following completion of the Transaction; membership of the Company nominee on the board of Coinsquare following the completion of the Transaction; the requirement for the Company to obtain shareholder approval of the Transaction; the anticipated timing of the Meeting; the parties' ability to satisfy closing conditions, including the receipt of necessary regulatory approvals; and the anticipated timing for completion of the Transaction.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks in respect of forward-looking information in this press release include: risks associated with the Transaction and with purchase and sale transactions generally, such as the failure to satisfy closing conditions contained in the Purchase Agreement, the failure to obtain shareholder or regulatory approvals, and the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Purchase Agreement; and the risk that the Transaction may not close on the anticipated timeline, or at all. In addition there are business risks and uncertainties associated with the digital currency industry generally, including: adapting to technological change, new products and standards; increased competition that adversely affects business; additional competition from new or existing technologies that adversely affect business; software products and/or services may contain undetected errors or "bugs", vulnerabilities or defects; damage or failure of information technology; cybersecurity risks associated with data security and hacking; potential violations of applicable privacy laws; political, economic and other uncertainties in respect of digital currencies; and various other risks as set out in the annual information form of the Company dated March 31, 2022 , in respect of the financial year ended December 31, 2021 , a copy of which is available under the Company's profile on SEDAR at www.sedar.com . Although the Company has attempted to identify certain important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.

The Transaction cannot close until the required shareholder and regulatory approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction could be modified, restructured or terminated. Investors are cautioned that, except as disclosed in the Purchase Agreement or management information circular to be delivered to shareholders in connection with the Transaction, copies of each of which are or will be filed under the Company's profile on SEDAR at www.sedar.com , any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The NEO Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

SOURCE CoinSmart

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2022/22/c4337.html

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