SOLR Solar Alliance Energy Inc

Solar Alliance Energy Inc. (‘Solar Alliance’ or the ‘Company’) (TSX-V: SOLR), a leading solar energy solutions provider focused on the commercial and industrial solar sector, announces that it has closed: (a) the debt transaction with certain directors of the Company, as previously announced on March 1, 2024 (the “First Debt Settlement”) and (b) the debt transaction with Tom Anderson, an Insider of the Company, as previously announced on May 15, 2024 (the “Second Debt Settlement”, and together with the First Debt Settlement, the “Debt Settlements”)

Under the First Debt Settlement, the Company settled aggregate debt of $160,000 accrued liabilities for directors' fees owed to certain current directors of the Company through the issuance of 2,909,090 common shares of the Company (the “Director Shares”) at a deemed price of $0.055 per Director Share. Under the Second Debt Settlement, the Company settled aggregate debt of $115,000 owed to Mr. Anderson, with respect to loans provided by Mr. Anderson to the Company through the issuance of 2,300,000 common shares of the Company (the “Insider Shares”, and together with the Director Shares, the “Shares”) at a deemed price of $0.05 per Insider Share. The loan was for $100,000 (the “Loan”) and was provided by Mr. Anderson to the Company on February 27, 2204. The Loan was unsecured, bore interest at 15% per annum and was due to mature on February 27, 2025 (the “Maturity Date”). Repayment of the Loan prior to the Maturity Date requires an early repayment fee equal to the amount of interest payable per annum.   

The Company issued the Shares to settle the debts in order to preserve cash for general working capital purposes. The Debt Settlements are subject to the final approval of the TSX Venture Exhchange. The Shares issued pursuant to the Debt Settlements are subject to a four month and one day hold period, which will expire on October15, 2024.

Related Party Transaction and Early Warning Report

The directors and Mr. Anderson that participated in the Debt Settlements are insiders of the Company, and accordingly, the Debt Settlements and the Loan are each considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”). The Company relied on the exemptions from the requirement for a formal valuation and minority shareholder approval under MI 61-101 on the basis of the exemptions contained in section 5.5(1)(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the Shares issued to insiders in connection with the Debt Settlements and the fair market value of the Loan did not exceed 25% of the Company’s market capitalization.

As at the date of the filing of Mr. Anderson’s last Form 62-103F1 relating to his holdings of common shares of the Company (the “Common Shares”), being February 11, 2019 (the “Last Filing”), Mr. Anderson beneficially owned and exercised control and direction over 98,843,082 Common Shares, representing approximately 50.4% of the Common Shares on a non-diluted and partially diluted basis as at the date of the Last Filing. Following the Second Debt Settlement, Mr. Anderson owns and exercises control and direction over 100,216,369 Common Shares, representing approximately 35.77% of the Common Shares on a non-diluted and partially diluted basis.

In satisfaction of the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report respecting the acquisition of securities by Mr. Anderson will be filed under the Company’s SEDAR+ Profile at www.sedarplus.ca.

The Second Debt Settlement was completed to settle outstanding indebtedness and Mr. Anderson intends to hold the Insider Shares for investment purposes. Depending on market and other conditions, Mr. Anderson may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company, through market transactions, private agreements, or otherwise.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States 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 to buy any securities in any jurisdiction.

Myke Clark, CEO

For more information:

Investor RelationsMyke Clark, CEO416-848-7744mclark@solaralliance.com

About Solar Alliance Energy Inc. (www.solaralliance.com)

Solar Alliance is an energy solutions provider focused on the commercial, utility and community solar sectors. Our experienced team of solar professionals reduces or eliminates customers' vulnerability to rising energy costs, offers an environmentally friendly source of electricity generation, and provides affordable, turnkey clean energy solutions. Solar Alliance’s strategy is to build, own and operate our own solar assets while also generating stable revenue through the sale and installation of solar projects to commercial and utility customers. The Company currently owns two operating solar projects in New York and actively pursuing opportunities to grow its ownership pipeline. The technical and operational synergies from this combined business model supports sustained growth across the solar project value chain from design, engineering, installation, ownership and operations/maintenance.

Statements in this news release, other than purely historical information, including statements relating to the Company's future plans and objectives or expected results, constitute Forward-looking statements. The words “would”, “will”, “expected” and “estimated” or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different than those expressed or implied by such forward-looking information. Such factors include but are not limited to: statements, projections and estimates with respect to uncertainties related to the ability to raise sufficient capital; changes in economic conditions or financial markets; litigation, legislative or other judicial, regulatory, legislative and political competitive developments; technological or operational difficulties; the ability to maintain revenue growth; the ability to execute on the Company’s strategies; the ability to complete the Company’s current and backlog of solar projects; the ability to grow the Company’s market share; the high growth US solar industry; the ability to convert the backlog of projects into revenue; the expected timing of the construction and completion of the Company’s solar projects; the ability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the construction sector, capital market conditions, restriction on labour and international travel and supply chains; potential corporate growth opportunities and the ability to execute on the key objectives in 2024. Consequently, actual results may vary materially from those described in the forward-looking statements.

“Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."