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Posted On: 05/25/2023 9:29:05 AM
Post# of 72712
$SIRC News: Solar Integrated Roofing Corp. Executes Binding Letter of Commitment with Tribeca Energy
HENDERSON, Nev., May 25, 2023 (GLOBE NEWSWIRE) -- Solar Integrated Roofing Corp. (OTC:SIRC) ("SIRC" or the Company"
, an integrated, single-source solutions provider of solar power, roofing and EV charging systems, specializing in commercial and residential properties throughout North America, today announced that it has executed a binding Letter of Commitment ("LOC" with Tribeca Energy, a holding company represented by Global Fund LLC & Neo Energy Storage Ltd.
The LOC sets out irrevocable terms and conditions under which SIRC commits to the sale of certain shares in return for investment by Tribeca Energy. The share exchange agreement will give Tribeca Energy 100% ownership of the Company's shares as well as a majority of its board seats.
Letter of Commitment Terms
Tribeca Energy shall consummate a merger agreement to list on the NYSE/Nasdaq by October 30, 2023, pending completion of all relevant/necessary documents, and no later than 12 months from the time of this LOC.
SIRC shall not engage with any third party in a way that may result in the change in the capital structure of the Company until October 30, 2023, without a prior written consent of the Tribeca Energy.
Following the execution of the definitive agreements, the majority of the board of the Company shall be comprised of new members appointed by Tribeca Energy; Each new director is to resign should the contemplated merger not be consummated in 12 months with an option to extend for another 6 months.
"Our objective is to be the premier all-inclusive alternative energy solution in the market and this definitive agreement is another step in that direction," said Brad Rinehart, Chief Executive Officer of SIRC. "The agreement will enable us to achieve our goals and we anticipate that it will yield results to SIRC's bottom line, benefiting all our shareholders and constituents. We look forward to working with the entire teams at Tribeca Energy, Global Fund LLC and Neo Energy Storage Ltd which are dedicated to our shared success."
Joe HQ Luong, Partner at Tribeca Energy and NEO Energy Storage Ltd, added: "Neo Energy Storage Ltd and Global Fund LLC have joined forces to form Tribeca Energy. Tribeca Energy is a vertically integrated holding company that is merging a group of outstanding companies in the renewable and long duration energy storage sector to go public in Q4 2023. We are thrilled to work with the team at Solar Integrated Roofing Corp to consolidate their already extensive solar proposition outreach and combine it with long duration energy storage to achieve our vision to decarbonize the world's electricity grid systems by 2050 and transform the economy by building a sustainable future through energy security."
Stephen Drew, Partner at Tribeca Energy and Global Fund LLC, added: "Global Fund is a 23-year-old private equity firm focused on investing in high-growth companies across various industries and geographies, pre-IPO. The firm specializes in acquiring small to medium-sized companies that can add value to our well-defined strategies. We are excited to work with their incredible and dedicated team at Solar Integrated Roofing Corp and merge them with our group of solar and long duration energy storage companies."
About Solar Integrated Roofing Corp.
Solar Integrated Roofing Corp. (OTC: SIRC) is an integrated, single-source solutions provider of solar power, roofing and EV charging systems, specializing in commercial and residential properties throughout North America. The Company serves communities by delivering the best experience through constant innovation & legacy-focused leadership. For more information, please visit the Company's Investor Relations website at www.solarintegratedroofing.com, Corporate website at https://www.sirc.com/ or join us on Twitter, LinkedIn or Facebook.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements in this press include, among others, statements about our renegotiated settlement agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited operating history; our dependence on third parties for many aspects of our business; general market and economic conditions; technical factors; the availability of outside capital; our receipt of revenues; legislative developments; changes in our expenditures and other uses of cash; our ability to find, recruit and retain personnel in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Registration Statement on Form 10 or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investor Relations Contact:
Michael Kim/Brooks Hamilton
MZ North America
+1 (949) 546-6326
SIRC@mzgroup.us
www.mzgroup.us
HENDERSON, Nev., May 25, 2023 (GLOBE NEWSWIRE) -- Solar Integrated Roofing Corp. (OTC:SIRC) ("SIRC" or the Company"
, an integrated, single-source solutions provider of solar power, roofing and EV charging systems, specializing in commercial and residential properties throughout North America, today announced that it has executed a binding Letter of Commitment ("LOC" with Tribeca Energy, a holding company represented by Global Fund LLC & Neo Energy Storage Ltd. The LOC sets out irrevocable terms and conditions under which SIRC commits to the sale of certain shares in return for investment by Tribeca Energy. The share exchange agreement will give Tribeca Energy 100% ownership of the Company's shares as well as a majority of its board seats.
Letter of Commitment Terms
Tribeca Energy shall consummate a merger agreement to list on the NYSE/Nasdaq by October 30, 2023, pending completion of all relevant/necessary documents, and no later than 12 months from the time of this LOC.
SIRC shall not engage with any third party in a way that may result in the change in the capital structure of the Company until October 30, 2023, without a prior written consent of the Tribeca Energy.
Following the execution of the definitive agreements, the majority of the board of the Company shall be comprised of new members appointed by Tribeca Energy; Each new director is to resign should the contemplated merger not be consummated in 12 months with an option to extend for another 6 months.
"Our objective is to be the premier all-inclusive alternative energy solution in the market and this definitive agreement is another step in that direction," said Brad Rinehart, Chief Executive Officer of SIRC. "The agreement will enable us to achieve our goals and we anticipate that it will yield results to SIRC's bottom line, benefiting all our shareholders and constituents. We look forward to working with the entire teams at Tribeca Energy, Global Fund LLC and Neo Energy Storage Ltd which are dedicated to our shared success."
Joe HQ Luong, Partner at Tribeca Energy and NEO Energy Storage Ltd, added: "Neo Energy Storage Ltd and Global Fund LLC have joined forces to form Tribeca Energy. Tribeca Energy is a vertically integrated holding company that is merging a group of outstanding companies in the renewable and long duration energy storage sector to go public in Q4 2023. We are thrilled to work with the team at Solar Integrated Roofing Corp to consolidate their already extensive solar proposition outreach and combine it with long duration energy storage to achieve our vision to decarbonize the world's electricity grid systems by 2050 and transform the economy by building a sustainable future through energy security."
Stephen Drew, Partner at Tribeca Energy and Global Fund LLC, added: "Global Fund is a 23-year-old private equity firm focused on investing in high-growth companies across various industries and geographies, pre-IPO. The firm specializes in acquiring small to medium-sized companies that can add value to our well-defined strategies. We are excited to work with their incredible and dedicated team at Solar Integrated Roofing Corp and merge them with our group of solar and long duration energy storage companies."
About Solar Integrated Roofing Corp.
Solar Integrated Roofing Corp. (OTC: SIRC) is an integrated, single-source solutions provider of solar power, roofing and EV charging systems, specializing in commercial and residential properties throughout North America. The Company serves communities by delivering the best experience through constant innovation & legacy-focused leadership. For more information, please visit the Company's Investor Relations website at www.solarintegratedroofing.com, Corporate website at https://www.sirc.com/ or join us on Twitter, LinkedIn or Facebook.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Examples of forward-looking statements in this press include, among others, statements about our renegotiated settlement agreement. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited operating history; our dependence on third parties for many aspects of our business; general market and economic conditions; technical factors; the availability of outside capital; our receipt of revenues; legislative developments; changes in our expenditures and other uses of cash; our ability to find, recruit and retain personnel in sufficient numbers to support our growth; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Registration Statement on Form 10 or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Investor Relations Contact:
Michael Kim/Brooks Hamilton
MZ North America
+1 (949) 546-6326
SIRC@mzgroup.us
www.mzgroup.us
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