VANCOUVER, BC, Sept.
1, 2020 /PRNewswire/ - Ballard Power Systems (NASDAQ:
BLDP) (TSX: BLDP) ("Ballard" or the "Company") today announced that
it has entered into an at-the-market Equity Distribution Agreement
(the "Equity Distribution Agreement") with BMO Capital Markets,
Raymond James Ltd. and TD Securities Inc., as lead Canadian agents,
and CIBC World Markets Inc., Cormark Securities Inc., National Bank
Financial Inc. (collectively, the "Canadian Agents"), and BMO
Capital Markets, Raymond James &
Associates, Inc. and TD Securities (USA) LLC, as lead US agents, and CIBC World
Markets Corp., H.C. Wainwright & Co., LLC, Cormark Securities
(USA) Limited, Lake Street Capital
Markets, LLC, National Bank of Canada Financial Inc., and Roth
Capital Partners (collectively, the "US Agents" and together with
the Canadian Agents, the "Agents"), thereby establishing an
at-the-market equity program (the "ATM Program"). The Company
intends to issue up to US$250 million
(or the Canadian dollar equivalent) of common shares ("Common
Shares") under the ATM Program. The Common Shares will be issued
from treasury to the public from time to time, at the Company's
discretion. Any Common Shares sold under the ATM Program will be
sold at the prevailing market price at the time of sale, when sold
through the Toronto Stock Exchange (the "TSX") or Nasdaq stock
exchange ("Nasdaq"), or other existing trading markets for the
Common Shares in Canada and
the United States. Sales under the
ATM Program will be commenced at the Company's discretion, and the
net proceeds of any sales of Common Shares under the ATM Program
will be used for general corporate purposes.
![Ballard Power Systems (CNW Group/Ballard Power Systems Inc.) Ballard Power Systems (CNW Group/Ballard Power Systems Inc.)](https://mma.prnewswire.com/media/1247433/Ballard_Power_Systems_Inc__Ballard_Establishes_New_Cross_Border.jpg)
Under the Equity Distribution Agreement, sales of Common Shares
will be made through "at-the-market distributions" as defined in
National Instrument 44-102 – Shelf Distributions on the TSX,
the Nasdaq or on other existing trading markets for the Common
Shares in Canada and the United States. Ballard is not obligated to
make any sales of Common Shares under the Equity Distribution
Agreement. As Common Shares sold pursuant to the ATM Program will
be issued and sold at the prevailing market price at the time of
the sale, prices may vary among purchasers during the period of
distribution. The offering of Common Shares pursuant to the Equity
Distribution Agreement will terminate upon the earlier of (a) the
sale of all of the Common Shares subject to the Equity Distribution
Agreement, (b) the termination of the Equity Distribution Agreement
by the Agents or the Company, as permitted therein, or
(c) July 12, 2022. Ballard will pay the Agents a commission
rate of up to 2.0% of the aggregate gross proceeds from each sale
of Common Shares and has agreed to provide the Agents with
customary indemnification and contribution rights. Ballard will
also reimburse the Agents for certain specified expenses in
connection with entering into the Equity Distribution
Agreement.
The ATM Program is being made pursuant to a prospectus
supplement (the "Canadian Prospectus Supplement") to the Company's
base shelf prospectus dated June 12,
2020 (the "Canadian Shelf Prospectus"), and pursuant to a
prospectus supplement (the "US Prospectus Supplement") to the
Company's existing U.S. registration statement on Form F-10 (the
"Registration Statement"). The Canadian Shelf Prospectus and the
Canadian Prospectus Supplement have been filed with the securities
commissions in each of the provinces and territories of
Canada, and the Registration
Statement and the US Prospectus Supplement has been filed with the
United States Securities and Exchange Commission. Copies of the
Equity Distribution Agreement, the Canadian Base Prospectus and the
Canadian Prospectus Supplement are available on SEDAR at
www.sedar.com, and copies of the Equity Distribution Agreement, the
Registration Statement and the US Prospectus Supplement are
available on EDGAR at www.sec.gov. Alternatively, the Agents will
send copies of any of the foregoing documents upon request by
contacting:
- In Canada – BMO Capital
Markets, Brampton Distribution Centre c/o The Data Group of
Companies, 9195 Torbram Road, Brampton,
Ontario, L6S 6H2, Tel: 905-791-3151 Ext 4312, email:
torbramwarehouse@datagroup.ca; Raymond James Ltd., Attn: Equity
Capital Markets, 5300 – 40 King Street West, Scotia Plaza, P.O. Box
415, Toronto, Ontario, M5H 3Y2,
Tel: 416-777-4939, email: ECM-syndication@raymondjames.ca; TD
Securities Inc., Attn: Symcor, NPM, Tel: 289-360-2009, email:
sdcconfirms@td.com, 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5.
- In the U.S. – BMO Capital Markets Corp., Attn: Equity
Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, Tel: 800-414-3627, email:
bmoprospectus@bmo.com; Raymond James
& Associates, Inc., Attn: Equity Capital Markets Department,
880 Carillon Parkway, Tower 3, 5th Floor, St. Petersburg, FL 33716 Tel: 727-567-2462,
email: andrea.lanham@raymondjames.com; TD Securities (USA) LLC, 31 W 52nd Street, New York, NY 10019, Tel: 212-827-7392.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities, nor will there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Ballard Power Systems
Ballard Power Systems' (NASDAQ: BLDP; TSX: BLDP) vision is to
deliver fuel cell power for a sustainable planet. Ballard
zero-emission PEM fuel cells are enabling electrification of
mobility, including buses, commercial trucks, trains, marine
vessels, passenger cars, forklift trucks and UAVs. To learn more
about Ballard, please visit www.ballard.com.
This release contains forward-looking statements concerning the
offer and sale of Common Shares under the ATM Program, including
the timing and amounts thereof, and the use of any proceeds from
the ATM Program. These forward-looking statements reflect the
Company's current expectations as contemplated under section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any such
forward-looking statements are based on Ballard's assumptions
relating to its financial forecasts and expectations regarding its
product development efforts, manufacturing capacity, and market
demand.
These statements involve risks and uncertainties that may cause
Ballard's actual results to be materially different, including
general economic and regulatory changes, detrimental reliance on
third parties, successfully achieving its business plans and
achieving and sustaining profitability. For a detailed discussion
of these and other risk factors that could affect Ballard's future
performance, please refer to Ballard's most recent Annual
Information Form and Annual Report on Form 40-F. Readers should not
place undue reliance on Ballard's forward-looking statements and
Ballard assumes no obligation to update or release any revisions to
these forward looking statements, other than as required under
applicable legislation.
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SOURCE Ballard Power Systems Inc.