RESERVOIR CAPITAL CORP. : http://www.reservoircapitalcorp.com/ : Live Customized Report

News

#September 21, 2018
Reservoir Capital Corp. Completes Acquisition of an Indirect Interest in Mainstream Energy Solutions Limited

 Vancouver, British Columbia - Reservoir Capital Corp. ("Reservoir") is pleased to announce that it has completed the previously announced acquisition of a 60% interest in Kainji Power Holding Limited ("KPHL"), resulting in Reservoir owning an indirect minority (approximately 1.3%) interest in Mainstream Energy Solutions Limited (the "Transaction"). As conditions to completion of the Transaction, Reservoir has received approval of the Canadian Securities Exchange (the "CSE") to list its common shares (the "REO Shares") for trading and has received approval from the TSX Venture Exchange (the "TSXV") to have the REO Shares de-listed, which became effective at the close of business on September 18, 2018. Completion of the Transaction was approved by consent of 18 large shareholders of Reservoir, representing 70.4% of the issued and outstanding REO Shares.

Trading in the REO Shares has been halted by the TSXV since February 6, 2018 following the announcement by Reservoir of the Heads of Agreement dated February 5, 2018 between Reservoir and KPHL relating to the Transaction. The REO Shares are anticipated to commence trading on the CSE on or about Wednesday, September 26, 2018.

Upon closing of the Transaction, Michael Winn, Miles Thompson and Patrick Trustram-Eve resigned as Directors of Reservoir and were replaced with Vincent Gueneau, Vianney Mathonnet and Andrea Zaradic. The current officers of Reservoir will continue to serve in their positions post-closing.

With completion of the Transaction, Reservoir becomes a clean power investment vehicle with a minority interest in Nigeria's leading producing hydropower company and the prospect of an ongoing dividend stream, no project development risk and immediate diversification. Reservoir's future investment strategy targets regular income over long periods, as well as substantial capital growth in the medium term, by acquiring carefully selected minority economic interests, at attractive valuations, in a balanced portfolio of producing or near production clean power assets in frontier markets.

Further Information

Investors are cautioned that, except as disclosed in the CSE Listing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Reservoir should be considered highly speculative. Additional information on these and other factors that could affect the operations or financial results of Reservoir are included in Reservoir's CSE Listing Statement and most recently filed quarterly report, each of which is filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com).

The TSXV and CSE have in no way passed upon the merits of the Transaction and have neither approved nor disapproved the contents of this news release.

For further information, contact;

Lewis Reford
CEO, Reservoir Capital Corp.
Telephone: 416-399-2274
Email: ceo@reservoircap.team

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the anticipated listing of the REO Shares on the CSE are all forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, including the risk that Reservoir will not receive final approval from the CSE to list the REO Shares. In making the forward-looking statements, Reservoir has applied several material assumptions including, but not limited to, the assumption that Reservoir will obtain CSE final approval to list the REO Shares. Reservoir assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

NEITHER THE CSE, TSXV NOR THE INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
 
#August 27, 2018
Reservoir Capital Corp. Enters into Definitive Agreement to Acquire Indirect Interest in Mainstream Energy Solutions Limited

 Vancouver, British Columbia (TSX Venture: REO) - Reservoir Capital Corp. ("Reservoir") is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") with Kappafrik Management DMCC ("KMGT") to acquire shares of Kainji Power Holding Limited ("KPHL") pursuant to which Reservoir will acquire outstanding shares of KPHL that will result in Reservoir owning an indirect minority (approximately 1.3%) interest in Mainstream Energy Solutions Limited (the "Transaction"). Reservoir has received conditional approval of the Canadian Securities Exchange (the "CSE") to list its common shares for trading concurrently with closing the Transaction, and Reservoir intends to de-list from the TSX Venture Exchange (the "TSXV") prior to such listing, subject to receipt of necessary approvals.

Trading in the common shares of Reservoir have been halted by the TSXV since February 6, 2018 following the announcement by REO of the Heads of Agreement relating to the Transaction and will remain halted until the resumption of trading on the CSE.

Mainstream Energy Solutions Limited

Mainstream Energy Solutions Limited ("MESL") is Nigeria's leading producing hydropower company and KPHL's sole investment.

MESL owns and operates the two largest hydropower plants on the Niger River in Nigeria, with aggregate operating capacity of 922MW. The two facilities are world class assets operating under a long term concession agreement. The dams' proven hydrology allows balanced power production all year long in a demand environment that is critically short of dependable power. For more information on MESL, visit: http://mainstream.com.ng

After completion of the Transaction, Reservoir will have the prospect of an ongoing dividend stream, no project development risk and immediate diversification. Reservoir's future investment strategy will be defined by an Investment Policy targeting regular income over long periods, as well as substantial capital growth in the medium term, by acquiring carefully selected minority economic interests, at attractive valuations, in a balanced portfolio of producing or near production Clean Power assets in Frontier Markets.

Details of the Proposed Transaction

KPHL is an offshore company governed by the laws of Mauritius, holding 8,433,333 shares of MESL (approximately a 2.1% interest in MESL), KPHL's sole investment. To acquire a 60% interest in KPHL, giving Reservoir an indirect approximately 1.3% interest in MESL, Reservoir will issue a total of 158,100,000 common shares to KMGT and certain KMGT shareholders and designees (collectively, the "New Shareholders"). Upon completion of the Transaction, the New Shareholders will hold in aggregate 76.6% of the Reservoir common shares. The Agreement was negotiated at arm's length and replaces the Heads of Agreement.

According to KPHL's audited financial statements, as of March 31, 2018 KPHL has total assets of approximately $13,600,000, total liabilities of approximately $13,700 and net equity of approximately $13,600,000. For the fiscal year ended December 31, 2017, KPHL had total revenue of $150,000 and an operating profit of approximately $120,000.

Reservoir shares issued to the New Shareholders will be subject to restrictions on transfer under Canadian securities law expiring four months following closing and certain shares will be subject to escrow pursuant to the policies of the CSE for up to three years. Reservoir shares issued to the New Shareholders will be subject to restrictions on transfer under Canadian securities law and CSE policy for an emerging issuer expiring up to 3 years following closing. Upon closing of the Transaction, Reservoir will have 206,264,424 common shares outstanding in addition to share purchase warrants to acquire an aggregate of 11,985,582 new Reservoir common shares at an average exercise price of $0.28 per share.

Upon closing of the Transaction, the Board of Directors of Reservoir will have five members, two of which shall be nominees of KMGT, two of which shall be current Reservoir board members, Lewis Reford and Winston Bennett, and one new director, Ms. Andrea Zaradic. The current officers of Reservoir will continue to serve in their positions post-closing. The following three individuals to be appointed as new directors are:

Vincent Gueneau, Proposed Director

Mr. Gueneau, a French national, is a trained Engineer who started his career in the French group Alstom and then turned Entrepreneur, Investment Banker and Private Equity Investor. He has over 20 years of track-record in the Energy Sector in Sub-Saharan Africa and serves on the board of multiple companies. He started his career in the French power group Alstom before becoming a successful Entrepreneur in the oil services industry, subsequently serving as a Senior Adviser and Managing Director in Renaissance Capital, before founding a private equity group in Mauritius. He was a party or advised on multiple private equity transactions in Africa, as well as bids related to privatizations and leveraged buyouts. He served on the Board of the French-Nigerian Chamber of Commerce for 5 years and as Economic Advisor to the French Ministry of Finance & Industry for 3 years ("CCE" Nigeria Section, by appointment of the French Prime Minister). He is an Honorary Senior Member of the Chartered Institute of Bankers of Nigeria, and a registered professional of the Financial Reporting Council of Nigeria.

Vianney Mathonnet, Proposed Independent Director

Mr. Mathonnet is a French national who serves as the Director of the Family office division at Kappafrik Group, a private equity firm based in Dubai that focuses on Energy and Infrastructure investments in African markets. He started his career in Gabon in charge of internal auditing and cost optimization for a multinational company in the hospitality sector and held management positions in the industry across sub-Sahara African countries. Mr. Mathonnet managed the corporate relations with global Mining, Education, and Oil companies, supervised multiple profit centers and directly managed 400+ employees. Mr. Mathonnet lived across the African and European continents and has undertaken various African investments in real estate, tourism, digital marketing and micro-finance as an angel investor.

Andrea Zaradic, Proposed Independent Director

Ms. Zaradic has 30 years of experience in both corporate, project and business development. As Manager of Infrastructure Development for Canico Resource Corp. in relation to the Onca Puma nickel laterite project in Brazil, she led the development of all major road and power infrastructure prior to a successful corporate take-over by Vale (previously CVRD). Ms. Zaradic held the position of VP Operations and Development for Magma Energy Corp. ("Magma"). Additionally Ms. Zaradic led the Magma based team through both a financial and technical due diligence of Plutonic Power ("Plutonic"), resulting in the successful merger of Magma and Plutonic to form Alterra Power Corp. As President and CEO of Troon Ventures Ltd. ("Troon"), Ms. Zaradic led the company through a successful merger/RTO with Grenville Strategic Royalty Corp. ("Grenville"); a new business model in the royalty finance sector. Following the successful merger of Troon and Grenville, Ms. Zaradic went on to the role of President and CEO of Northair Silver where she successfully completed a merger with Kootenay Silver ("Kootenay"). She now resides on the board of Kootenay and serves as Technical Advisor to Northleaf Capital in relation to their geothermal investments in Ormat Technologies.

It is anticipated that immediately following the Transaction, the only shareholder to own, or control or direct, greater than 20% of Reservoir's issued and outstanding shares will be Vincent Gueneau, profiled above as a new director, who will own directly approximately 17.4% of the shares outstanding and control indirectly an additional approximately 43% of the shares outstanding.

Conditions of the Transaction

Completion of the Transaction is subject to a number of conditions, including TSXV and CSE acceptance and approval of the Reservoir shareholders, which Reservoir intends to obtain by the written consent of shareholders holding a majority of the Reservoir common shares. Other conditions to completion of the Transaction include that no material adverse change to either KPHL or MESL or Reservoir will occur prior to completion of the Transaction and that the representations and warranties contained in the Agreement will be true and correct in all material respects.

Further Information

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV and CSE acceptance and disinterested shareholder approval. There can be no assurance that the 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Reservoir should be considered highly speculative.

The TSXV and CSE have in no way passed upon the merits of the proposed transaction and have neither approved nor disapproved the contents of this news release.

For further information, contact;

Lewis Reford
CEO, Reservoir Capital Corp.
Telephone: 416-399-2274
Email: ceo@reservoircap.team

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, the parties' ability to satisfy closing conditions and receive necessary approvals of the Transaction, the de-listing of the Reservoir shares from the TSXV, the listing of the Reservoir shares on the CSE and the expected benefits of the Transaction are all forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, including the risk that required regulatory and shareholder approvals will not be obtained or that other conditions to completion of the Transaction will not be satisfied or waived and the risk that the Transaction will not complete, or, if completed, will not have the benefits expected by management. In making the forward-looking statements, Reservoir has applied several material assumptions including, but not limited to, the assumptions that the required regulatory and shareholder approvals will be obtained and the other conditions to completion of the Transaction will be satisfied and the Transaction will complete and will have the benefits expected by management. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Reservoir assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Reservoir is providing the link to MESL's website above as a convenience to the reader only and takes no responsibility for the contents of that website.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
 
#February 06, 2018
Reservoir enters into Heads of Agreement for Toehold Investment in Nigerian Hydro Producer

 Vancouver, British Columbia (TSX Venture: REO) - Reservoir Capital Corp. ("Reservoir") is pleased to announce that it has executed a Heads of Agreement dated February 5, 2018 with Kainji Power Holding Limited ("KPHL") respecting a share exchange transaction that will result in Reservoir owning a 60% stake in KPHL and KPHL beneficiaries holding jointly 76.7% of Reservoir. KPHL holds a 2.1% interest in Mainstream Energy Solutions Limited ("MESL"), Nigeria's leading producing hydropower company and KPHL's sole investment. Reservoir's acquisition of this equity stake in KPHL will give it a toehold 1.3% economic interest in MESL. The proposed transaction is an Arm's Length Transaction and not a Related Party Transaction under the Exchange's policies.

MESL owns and operates the two largest hydropower plants on the Niger River in Nigeria, the Kainji and Jebba power plants, with 1.3 GW of nominal capacity and current aggregate operating capacity of 922 MW. The two facilities are world class assets operating under a long term concession agreement. The dams' proven hydrology allows balanced power production all year long in a demand environment that is critically short of dependable power. For more information on MESL, visit: http://mainstream.com.ng.

"This announcement represents an important first step in Reservoir's move to focus on producing hydropower investment opportunities in frontier regions." said Lewis Reford, CEO of Reservoir. "We will begin with a toehold ownership stake in a proven company whose dividends should provide us with essential working capital to conduct our ambitious expansion strategy. In addition, we will have established a Canadian entrée into the African power market, which has among the best growth prospects of any region globally".

As part of the proposed transaction, KPHL beneficiaries will be issued 158.1 million Reservoir common shares at a deemed price of C$ 0.06 per share, resulting in only one new shareholder exceeding a 20% ownership threshold. Reservoir may be granted an option that, if exercised, will increase its ownership of KPHL to 100% and its economic interest in MESL to 2.1%. If granted, the option will be exercisable on or before December 31, 2018 by the issuance of a further 105.4 million shares. Both REO and KPHL will be subject to a break fee of US$ 100,000 if either fails to deliver its shares by March 9, 2018.

On closing of the initial transaction, KPHL beneficiaries will have the right to name two of Reservoir's six Board members. It is expected that one of the directors (who will also hold more than 20% of Reservoir's post-closing outstanding shares) will be Vincent Gueneau. Mr. Gueneau was trained as a mechanical engineer in France and has over 20 years of experience as an investor in the energy sector in Africa, He is the founder and Executive Chairman of the Kappafrik Group of companies based in Dubai, United Arab Emirates. The second new director, if any, is currently unknown. The remaining four or five directors that will remain on Reservoir's board have served as directors during that period of time in which Reservoir carried on its hydroelectric business in Serbia and also have lengthy and proven track records as directors of publicly traded companies. Reservoir will be seeking, therefore, a waiver from the requirement for a sponsorship report,

Reservoir does not intend to loan or otherwise advance any funds to KPHL nor does it intend to carry out a concurrent financing in connection with the proposed transaction.

The proposed transaction remains subject to approval by the TSX Venture Exchange and, if required by the Exchange, by Reservoir's shareholders, and the shares issued by Reservoir will be subject to restrictions on transfer under Canadian securities law and TSX Venture Exchange policy expiring four months following closing.

In connection with the proposed transaction Reservoir will be changing its listing status on the TSX Venture Exchange from an Industrial Issuer to an Investment Issuer. As an Investment Issuer, Reservoir will implement an Investment Policy targeting regular income over long periods, as well as substantial capital growth in the medium term, by taking carefully selected minority economic interests, at attractive valuations, in a balanced portfolio of producing or near production clean power assets in frontier markets. Reservoir has identified follow-on minority investments beyond the proposed transaction, including the possibility of further increasing its ownership interest in MESL.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Reservoir 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 news release.

About Reservoir

Reservoir is a renewable energy company engaged in hydroelectric projects in frontier regions. Reservoir's common shares trade on the TSX Venture Exchange (symbol "REO").

For further information on Reservoir Capital Corp., please consult Reservoir's website www.reservoircapitalcorp.com or contact Lewis Reford, CEO, at 416-399-2274.

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Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
 
#January 18, 2018
Corporate Update

 Vancouver, British Columbia (TSX Venture: REO) - Reservoir Capital Corp. ("Reservoir") today announced that its wholly owned Serbian subsidiary, Renewable Energy Ventures d.o.o. Belgrade ("REV doo"), has filed a voluntary petition under the Serbian Bankruptcy Code in the Serbian Bankruptcy Court in Belgrade, respecting the winding up of REV doo's operations and liquidation of its assets. The relief is being sought to permit Reservoir to move forward with plans to focus on hydropower investment opportunities in frontier regions.

"Reservoir has chosen to set aside its project aspirations in Serbia, which included the Brodarevo hydro project, with this filing," said Lewis Reford, CEO of Reservoir. "Our plan is to shift from long lead-time and risky greenfield project development to clean power investments in good operating condition is intended to enhance shareholder returns over the long term."

About Reservoir

Reservoir is a renewable energy company engaged in hydroelectric projects in frontier regions. Reservoir's common shares trade on the TSX Venture Exchange (symbol "REO").

For further information on Reservoir Capital Corp., please consult the Company's website www.reservoircapitalcorp.com.

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Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
 
#December 05, 2017
Completion of Private Placement and Conversion of Balance of Loan Agreement

 
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES NOR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA


Vancouver, British Columbia (TSX Venture: REO) - Reservoir Capital Corp. ("Reservoir" or the "Company") is pleased to announce it has completed its private placement financing announced November 14, 2017 (the "Private Placement") raising $872,500 through the issue of 17,450,000 common shares at $0.05 per share. The Company paid finder's fees of 2% ($16,250) in respect of subscriptions from investors introduced by Kappafrik Group ($13,050), CRM Global Capital Group ($2,000), and Haywood Securities ($1,200).

The net proceeds of the offering will be used to explore for hydropower transaction opportunities in frontier regions and for general corporate purposes.

The Company also announces that, simultaneous with the closing of the Private Placement, the Company has converted the remaining $60,000 of a $200,000 loan pursuant to the unsecured loan agreement entered into on June 7, 2017 (the "Loan Agreement") into 1,200,000 units. Each unit consisted of one common share and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable to acquire one common share until December 5, 2018 at an exercise price of $0.05. For further details regarding the Loan Agreement, please see news release dated June 9, 2017 available at www.sedar.com).

The shares issued in the Private Placement and loan conversion, including shares issuable on exercise of the Warrants, are subject to restrictions on transfer under Canadian securities law and TSX Venture Exchange policy expiring, at the earliest, on April 8, 2018. Following closing of the Private Placement and loan conversion, the Company has 48,164,424 shares outstanding.

About Reservoir

Reservoir is a renewable energy company engaged in hydroelectric projects in frontier regions. Reservoir's common shares trade on the TSX Venture Exchange (symbol "REO").

For further information on Reservoir Capital Corp., please consult the Company's website www.reservoircapitalcorp.com.

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Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
 

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