Hillcrest Announces Closing of First Tranche of Unit Offering
Vancouver, British Columbia–(Newsfile Corp. – October 28, 2025) – Hillcrest Energy Technologies (CSE: HEAT) (FSE: 7HI) (“Hillcrest” or the “Company“), is pleased to announce it has closed the first tranche (the “First Tranche”) of its previously announced offering (the “Offering”) of units of the Company (the “Units”) for gross proceeds of $2,656,758 at a price of $0.09 per Unit, comprised of: (i) $764,650 in aggregate gross proceeds raised through the issuance of 8,496,112 Units on a private placement basis (the “Cash Offering”) and (ii) $1,892,108 in proceeds raised through the issuance of 21,023,424 Units in consideration for the settlement of $1,892,108 in debt owing to arm’s length creditors of the Company (the “Debt Settlement”).
Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). As a result, the Company issued a total of 29,519,536 Common Shares and 29,519,536 Warrants pursuant to the closing of the First Tranche.
Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.12 per Common Share for a period of 24 months from the date of issuance. The Warrants are subject to an accelerated expiry upon thirty (30) business days’ notice from the Company in the event the Common Shares trade for ten (10) consecutive trading days any time after four (4) months from the date of issuance at a volume-weighted average price of at least $0.36 on the Canadian Securities Exchange (the “CSE”).
In addition to the announcement of the Cash Offering and Debt Settlement in the Company’s press release issued on October 14, 2025, the Company had also announced it had entered into a memorandum of understanding with Pasqua First Nation (“PFN”) and a letter agreement with Apeiron Resources Ltd. to establish an entity to commercialize the Company’s ZVS technology. Separately and independent of the partnership entity, PFN may invest up to $3,000,000 directly into Hillcrest through the purchase of Units in the Company. This potential investment in Hillcrest is intended to support the further development and commercialization of Hillcrest’s ZVS technology and support general operating needs. PFN’s potential investment in Hillcrest is contemplated to occur in a second tranche of the Offering, which may also include additional investors and debt settlements (the “Second Tranche”).
The Second Tranche of the Offering is expected to trigger Company security holder approval requirements pursuant to Section (2)(a)(i)(2) of Policy 4 of the CSE’s policies (“CSE Policy 4”), due to the potential issuance of over 100% of the total number of securities currently outstanding of the Company as result of the aggregated Offering.
The Company, however, will rely on the financial difficulties exemption under Section (2)(b) of CSE Policy 4 such that it will not be required to seek or obtain Company security approval for the Offerings (the “Exemption”). In this regard, the audit committee of the Company, which is composed solely of independent directors of the Company, had determined that: (i) the Offerings are in the best interests of the Company, (ii) the Offerings are reasonable in the circumstances, and (iii) it is not feasible to obtain Company security holder approval or to complete a rights offering to the Company’s existing security holders on the same terms as the Offerings.
In connection with its reliance on the Exemption, no Related Person (as such term is defined under the policies of the CSE) will participate in the Offerings, including that outstanding director fees will no longer be settled pursuant to the Debt Settlement.
“This financing strengthens Hillcrest’s financial health by retiring debt and providing fresh capital for the Company’s continued technology development and general operations,” said Don Currie, CEO of Hillcrest Energy Technologies. “This puts Hillcrest in a much stronger position to execute on our business objectives and deliver value to our shareholders.”
It is intended that the proceeds from closing of the First Tranche of the Cash Offering will be used for further development of Hillcrest’s ZVS technology, marketing of its products to potential customers, investor relations activities, retirement of existing accounts payable, and general working capital.
The securities issued in connection with the Offering, including any Common Shares issuable upon the exercise of the Warrants, are subject to a statutory four month and one day hold period, in accordance with the policies of the CSE and applicable Canadian securities laws.
About Hillcrest Energy Technologies Ltd.
Hillcrest Energy Technologies is an energy technology company focused on providing advanced power conversion technologies and digital control systems for next-generation powertrains and grid-connected renewable energy systems. From concept to commercialization, Hillcrest is investing in the development of energy solutions that will power a more sustainable and electrified future. Hillcrest is publicly traded on the CSE under the symbol “HEAT,” on the OTCQB Venture Market as “HLRTF” and on the Frankfurt Exchange as “7HI”. For more information, please visit: https://hillcrestenergy.tech/.
CONTACT INFORMATION
Investor Relations
Don Currie
info@hillcrestenergy.tech
O: +1 604-609-0006
Toll-free: 1 855-609-0006
Public Relations
Jamie L. Hogue jhogue@hillcrestenergy.tech
O: +1 602-793-9481
THE SECURITIES OF THE COMPANY REFERRED TO IN THIS PRESS RELEASE 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. ACCORDINGLY, THE SECURITIES OF THE COMPANY MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
FORWARD-LOOKING INFORMATION
This press release contains “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements in this press release include, but are not limited to, the expected use of proceeds from the Cash Offering, the Company’s reliance and ability to qualify for the Exemption, and that no Related Parties will participate in the Offering. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to receiving all regulatory approvals, including but not limited to approval from the CSE, with respect to the Offerings and the Exemption, risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; political and regulatory risks; risks related to the maintenance of stock exchange listings; and other risks and uncertainties related to the Company’s business detailed elsewhere in the Company’s disclosure record. Additional information on these and other risk factors can be found in the Company’s continuous disclosure documents available under its profile on SEDAR+ at www.sedarplus.ca.
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections.
CAUTIONARY STATEMENT
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272233
View more news from Hillcrest Energy Technologies Ltd.
You are receiving this email because you have previously indicated your interest in receiving news for Hillcrest Energy Technologies Ltd.
If you no longer want to receive messages from us, you can click here to unsubscribe.
Anti-Spam Policy | Privacy Policy