Veteran Capital Corp. (“Veteran”) (TSXV: VCC.P), a Capital Pool Company listed on the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a letter of intent with Powerhive, Inc. (“Powerhive”) (https://www.Powerhive.com/mobility) negotiated on an arm’s length basis according to the policies of the Exchange. The proposed Qualifying Transaction involves the acquisition of all the issued and outstanding shares of Powerhive.

Transaction Details

The proposed Qualifying Transaction will be completed by way of a share exchange agreement as proposed in the letter of intent dated June 10, 2024 (the “Agreement”) among Veteran and Powerhive. According to the Agreement, the issued and outstanding shares of Veteran will consolidate on a 4:1 basis, and thereafter Veteran will acquire all the issued and outstanding shares of Powerhive in exchange for the issuance of 58,333,334 common shares of Veteran at a deemed price of $0.60 per share (the “Transaction). No other securities will be converted into Powerhive shares at the time of completion of the transaction.

The Transaction is subject to the approval of the Exchange, and is intended to constitute Veteran’s “Qualifying Transaction” for the purposes of Exchange policies. Upon completion of the Transaction, it is expected that Veteran will change its name to Powerhive Inc., and the resulting issuer will carry on the business of Powerhive (as further described below).

Distributed by APO Group on behalf of Powerhive Inc.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES 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 AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

For further information, please contact:
Veteran Capital Corp. 
1500
850-2nd Street SW 
Calgary, AB T2P 0R8 
Tyler Rice
CEO
+1 (403) 978-3602
Email: tyler@ricellp.com

Powerhive, Inc. 
816 Bancroft Way,
Berkeley
CA 94710
Christopher Hornor
Chief Executive Officer 
+254 (0)740 021 720
Email: chris@powerhive.com 

About Powerhive:
Powerhive, Inc., founded in 2011 in Delaware, USA, and headquartered in Nairobi, Kenya, is a leader in renewable energy solutions and electric mobility in East Africa. The Company provides innovative technology and infrastructure to support the widespread adoption of electric vehicles through its proprietary battery swapping stations and intelligent battery technology. Powerhive dedicates itself to empowering economic growth and sustainable development through renewable energy.

Powerhive is not just transforming the urban mobility landscape in Africa but also making a significant environmental impact. They are leading the charge in Africa with a pioneering battery-swapping technology for electric motorcycles under the Spark brand, tapping into a potential $50 billion market opportunity. The Company’s scalable solutions offer significant cost savings and social impact to users, ensuring substantial carbon reduction.

Annually, East Africa spends $12.8 billion on fuel, emitting 12 gigatons of CO2. Powerhive’s affordable Spark electric motorcycles and intelligent battery swapping network provide energy access anytime, anywhere, on a self-serve basis, significantly reducing carbon emissions. With over 1,000 pre-approved riders waiting for Spark motorbikes in Nairobi and expanding partnerships with industry giants like Shell&Mastercard Foundation, Powerhive underscores its leadership in Africa’s energy transition. Strong government incentives for EVs further bolster Powerhive’s growth and market penetration strategy.

Management and Board of Directors:
Upon completion of the Qualifying Transaction, Veteran’s management and board of directors will be reconstituted to include key members from Powerhive’s leadership  and board of directors. The new management team will be led by Mr. Christopher Hornor, Chief Executive Officer, who brings extensive experience in the energy and technology sectors, and Austin Harris, Chief Financial Officer, who has over 25 years of experience as an executive in the renewables sector, microfinance and corporate finance and an MBA from Oxford University.

Financing:
Concurrent with the closing of the Qualifying Transaction, Veteran will complete a private placement of up to 83,333,333 [post-consolidation] common shares for $0.60 per share for gross proceeds of up to $50,000,000.

Additionally, it is expected that Powerhive will complete a private placement bridge financing (“Bridge Financing”) of up to $7,000,000 before the Qualifying Transaction. Any securities issued by Powerhive as part of the Bridge Financing are in addition to the current outstanding as of the date of the LOI. Any shares issued for this Bridge Financing will also be acquired by Veteran as part of the Transaction, on the same terms. Proceeds of the Bridge Financing are intended to complete the orders for Powerhive’s current backorders of batteries, motorcycles, and battery swap stations.

Sponsorship of Qualifying Transaction:
The Exchange requires sponsorship of a capital pool company’s Qualifying Transaction unless exempt in accordance with Exchange policies. Veteran and Powerhive are currently reviewing the Exchange requirements for sponsorship and will comply with the Exchange’s policies after discussing sponsorship.

Intent to Concurrently List on the Nairobi Stock Exchange:
The resulting issuer also intends to concurrently list on the Nairobi Stock Exchange to enhance its presence in the African market and leverage local investment opportunities.

Additional Information:
In accordance with the Exchange’s policies, Veteran’s common shares are currently halted from trading and will remain halted until further notice. Veteran and Powerhive will provide further details in respect of the Proposed Transaction in press releases once they become available.

The management of Powerhive has provided all information in this press release related to Powerhive and the Business and has not been independently verified by the management of Veteran.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable, according to Exchange Requirements, the majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed.

At the time of entering into the definitive agreement, Veteran will issue a comprehensive news release in accordance with the disclosure requirements under Policy 2.4

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared concerning the Qualifying Transaction, any information released or received concerning the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Conditions and Regulatory Approval:
The completion of the Qualifying Transaction is subject to final approval by the Exchange. All other conditions to the closing must be satisfied or waived. Trading in the common shares of Veteran will resume upon receipt of final Exchange approval and the issuance of the Final Exchange Bulletin.

Cautionary Statements:
Completion of the transaction is subject to several conditions, including but not limited to Exchange acceptance. 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 concerning the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company 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 press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Agreement, and the concurrent financings. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the risks that the parties will not proceed with the Transaction, the concurrent financings and associated transactions; the risk that the ultimate terms of the Transaction, the concurrent financings and associated transactions will differ from those that currently are contemplated; the risk that the Transaction, the concurrent financings and associated transactions will not be successfully completed for any reason (including the failure to obtain the required regulatory approvals); and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on 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.

The second edition of the awards ceremony comes as African Export-Import Bank (Afreximbank) (www.Afreximbank.com) is promoting stronger ties between Africa and the Diaspora, in a push for a Global Africa; ARISE Integrated Industrial Platforms (ARISE IIP), received the Pan African Business of the Year award for advancing industrialisation, export development, and economic transformation in Africa. Notably, ARISE IIP has successfully developed world-class sustainable industrial parks in Gabon, Benin, Chad, and Togo;  KCB Group won the Pan- Africa financial institution of the year award. Rawbank, from the DRC, clinched the same prize, but in the category of banks with a capital base less than $500m; Elsewedy, an Egypt-based manufacturer and global exporter of electric products, won the Diaspora Business of the Year award for their impact in strengthening continental and diaspora ties.

At a Gala Dinner attended by leading dignitaries, African Export-Import Bank (Afreximbank) hosted the second edition of the Pan-African Business and Development Awards in association with the Business Council for Africa, in Nassau, The Bahamas.

The Pan-African Business and Development Awards, held on the sidelines of the Afreximbank Annual Meetings 2024, are designed to celebrate and recognise transformative businesses and financial institutions within the African continent.

This year’s edition saw Arise Integrated Industrial Platforms (ARISE IIP) win the Pan African Business of the Year award in recognition of the instrumental role it has played in advancing industrialisation, export development and economic transformation in Africa. ARISE IIP designs, finances, and operates industrial ecosystems across Africa. These ecosystems address industrial gaps in African countries, enabling sustainable local transformation of raw materials. ARISE IIP was recognised for the role it is playing in transforming African economies and reducing reliance on exportation of unprocessed raw materials.

Two financial institutions were recognised in the Pan-African Financial Institution of the Year category: KCB Group, from Kenya, which was feted for its impact in financial services, and Rawbank, an important player in the Democratic Republic of Congo, which was recognised for its pivotal role in advancing financial inclusion and economic development in the country. Since its establishment in 2002, Rawbank has become the DRC’s largest universal bank.

A new award was launched this year, Diaspora Business of the Year, recognising an African or Diasporan business that is expanding beyond its borders and strengthening economic and business ties between the continent and its Diaspora, the sixth region of the continent as defined by the African Union. Elsewedy, the Egypt based manufacturer, clinched this award.

This year also saw the awards recognising the crucial role played by Afreximbank’s staff in advancing the bank’s growth and success. Ms Oluwatoyosi Adelakin, Senior Manager Strategy and Innovation (Performance Monitoring&Reporting) emerged as the winner of the Outstanding Staff Award of the Year 2024. She has been a steady hand in ensuring that the Banks’ Balanced Scorecard Performance measurement system works as required, which has contributed greatly to the Bank’s performance and profitability since implementation in 2014.

Afreximbank’s Balanced Scorecard Performance Management System is considered a critical case of success that it was selected as a case study by Harvard Business School in 2020 which has been used by many business school students since then.

Commenting on the Awards ceremony, Prof Benedict Oramah, Afreximbank President and Chairman of Board of Directors, said: “The prestigious awards recognise outstanding partnerships that have been powerful vehicles for transmitting our development programmes to the people we collectively serve. We acknowledge the fact that the progress we continue to make, the lives we touch, and the value we bring to shareholders have only been possible due to the numerous esteemed partners who share our Pan-African aspirations. Thanks to those we celebrate today, and many others, Afreximbank has become consequential for Africans around the world, delivering trade and development interventions and actively supporting the implementation of the continental development agenda.”

Arnold Ekpe, former group CEO of Ecobank and chair of the BCA, in his remarks, highlighted the importance of supporting intiatives that contribute to Africa development, and this has become a hallmark of Afreximbank.

The Pan-African Business and Development Awards are hosted by Afreximbank in association with the BCA. The awards series was launched last year to recognise those organisations and leaders that epitomise the Pan-African spirit by leading the way in building substantive and transformative cross border businesses.

WINNERS

Pan-African Business of the Year

Winner: ARISE IIP

Pan-African Financial Institutions of the Year

Winner (institution with capital >$500m): KCB Group

Winner (institution with capital <$500m): Rawbank

Diaspora Business of the Year

Winner: Elsewedy

Outstanding Staff Award

Winner: Mrs Oluwatoyosi Adelakin

Distributed by APO Group on behalf of Afreximbank.

Media Contact:
awards@icpublications.com

Follow Afreximbank on:
Twitter |Facebook | LinkedIn | Instagram

About Afreximbank: 
African Export-Import Bank (Afreximbank) is a Pan-African multilateral financial institution mandated to finance and promote intra-and extra-African trade. For 30 years, the Bank has been deploying innovative structures to deliver financing solutions that support the transformation of the structure of Africa’s trade, accelerating industrialization and intra-regional trade, thereby boosting economic expansion in Africa. A stalwart supporter of the African Continental Free Trade Agreement (AfCFTA), Afreximbank has launched a Pan-African Payment and Settlement System (PAPSS) that was adopted by the African Union (AU) as the payment and settlement platform to underpin the implementation of the AfCFTA. Working with the AfCFTA Secretariat and the AU, the Bank is setting up a US$10 billion Adjustment Fund to support countries effectively participating in the AfCFTA. At the end of December 2023, Afreximbank’s total assets and guarantees stood at over US$37.3 billion, and its shareholder funds amounted to US$6.1 billion. Afreximbank has investment grade ratings assigned by GCR (international scale) (A), Moody’s (Baa1), Japan Credit Rating Agency (JCR) (A-) and Fitch (BBB). Afreximbank has evolved into a group entity comprising the Bank, its impact fund subsidiary called the Fund for Export Development Africa (FEDA), and its insurance management subsidiary, AfrexInsure (together, “the Group”). The Bank is headquartered in Cairo, Egypt.

For more information, visit: www.Afreximbank.com

About Business Council for Africa:
The Business Council for Africa is a prominent organisation dedicated to fostering economic growth, trade, and investment in Africa, with a focus on promoting business excellence and collaboration. For more information about the BCA, please visit www.BCAfrica.org

The Springbok Sevens squad are keen to make their third opportunity to qualify for the 2024 Paris Olympics count and join their regular foes at the Rugby Sevens event in Paris. France, New Zealand, Argentina, Fiji, Australia, Ireland, USA, and Samoa all confirmed their spots for Paris, and having beaten all of them during the HSBC SVNS season, the South Africans would want to join them at the Olympic showpiece.

According to experienced forward, Impi Visser, the team understands that this will be it for them should they fail to win the World Rugby Sevens Repechage in Monaco on Sunday.

“We really did ourselves no favours this time around,” said Visser in explaining their mission.

“First, we finished outside the top four in the Series and then we lost to Kenya to qualify through the continental route. That was not great at all, but luckily for us, we have one more opportunity and this time we must make it work,” according to Visser.

The Blitzboks arrived in Monaco on Monday and on Tuesday had a good training run at Stade Laurentin Rugby in the city of St Laurent du Var near Nice, which is 40 minutes outside Monte Carlo.

Visser emphasized that their Olympic dream is still burning brightly: “Some of us were in Tokyo last time around, but we did not get a podium finish, so in a way there will be unfinished business for us. However, the reality is that we need to get the job done here first, before thinking about anything else.”

Visser also represented South Africa at the Rugby World Cup Sevens and the Commonwealth Games and said playing for his country remains an unbelievable honour, and highlight.

“That will remain a privilege, and to be able to run out this weekend will be another huge moment for us, especially with what is at stake for us. We are determined and dare not disappoint the country,” reckons Visser.

Visser has seen plenty of knock-out tournament action before, but for Tristan Leyds, a 2024 HSBC SVNS debutant with the Blitzboks, this is an all-new experience.

“Talking about the Olympics is exciting, and one can get carried away about what is to come, but that is of no use if we don’t do the business this weekend,” said the lanky flyhalf.

“All that matter is this weekend’s performance, and we don’t look past that.”

According to Leyds he enjoyed his debut season with the Blitzboks.

“Let’s hope there is more to come,” he said about his debut season.

“People are getting to know how I play, and it is becoming tougher to be as effective on attack, for example, but that is what it is all about. You need to improve and grow as a player and be at your very best for the big occasion. And this weekend is such an occasion,” according to Leyds.

Issued by SA Rugby Communications

Distributed by APO Group on behalf of South African Rugby.

Note to editors:
Audio notes of Tristan Leyds can be downloaded here (https://apo-opa.co/4ctjN3l).

For further information, please contact lease contact:
Andy Colquhoun
GM: Communications and Commercial
+27 (0) 21 928 7010
+27 (0) 82 926 0789
andyc@sarugby.co.za

De Jongh Borchardt
Communications Manager
+27 (0) 21 928 7021
+27 (0) 82 999 9979
dejonghb@sarugby.co.za

Rayaan Adriaanse
Junior Rugby Media Manager
+27 (0) 21 928 7013
+27 (0) 82 999 0022
rayaan@sarugby.co.za

Sindiswa Ximba
Media Operations Coordinator
+27 (0) 21 928 7011
+27 (0) 60 504 1069
sindiswa.ximba@sarugby.co.za

Zeena Isaacs
Springbok Media Manager
+27 (0) 21 928 7020
+27 (0) 82 357 3112
ZeenaI@sarugby.co.za

JJ Harmse
Sevens and Women’s Rugby Media Manager
+27 (0) 21 928 7014
+27 (0) 71 480 4570
jjharmse@sarugby.co.za

The Sierra Leonean Ministry of Health, in collaboration with international charity Mercy Ships (www.MercyShips.org), have announced preparations for the upcoming phase of free life-changing surgeries and educational initiatives for the people of Sierra Leone set to begin in August.

The Global Mercy™ is temporarily leaving Sierra Leone for a planned brief maintenance period, returning in August to continue its commitment to deliver free specialised surgeries and training for health professionals.

The charity’s largest hospital ship has been in Freetown since August 2023 in response to an invitation from His Excellency, Dr. Julius Maada Bio, President of the Republic of Sierra Leone. In line with the nation’s strategic healthcare plan, Mercy Ships has provided 1,979 surgeries and trained 145 healthcare professionals on board in that time.

In addition, Mercy Ships has partnered with the Ministry of Health and the University of Sierra Leone to foster lasting improvements in the country’s surgical care system through educational initiatives. Currently, five students are being sponsored to earn their degrees as dental surgeons at the Université Gamal Abdel Nasser de Conakry in neighbouring Guinea, with the promise that they will later return to bolster Sierra Leone’s limited dental workforce.  Another initiative is the newly re-established nurse anaesthesia diploma course, with a current cohort of 20 registered nurses specialising in anaesthesia.

While the Global Mercy undergoes annual maintenance, a maritime requirement to ensure the safety of vessels for volunteer crew and patients, Mercy Ships will remain active in Sierra Leone, including the education, training, and advocacy team providing its usual support to healthcare providers off-ship.

The scope of surgical care will cover various specialties, including maxillofacial, general, paediatric general, and ophthalmic procedures.

Dr. Sandra Lako, Mercy Ships Country Director for Sierra Leone, said: “We were excited when His Excellency President Julius Maada Bio requested Mercy Ships extend its stay in Sierra Leone, and we are looking forward to the next phase when the ship returns in August as we continue to partner with the Ministry of Health and the University of Sierra Leone to strengthen surgical care in Sierra Leone.”

Minister of Health Dr. Austin Demby is proud of the partnership with Mercy Ships and Sierra Leone’s investment in surgical care.

He said: “Sierra Leone is making significant investments in the surgical workforce through training and professional development, implementing rigorous standards and protocols for surgical procedures. By prioritising quality and safety, Mercy Ships is helping us improve patient outcomes and build trust in our surgical landscape. It is imperative that we continue to work together to expand access to safe, affordable, free and timely surgical care.”

For more information and updates on Mercy Ships’ programmes in Sierra Leone, visit www.MercyShips.org

Distributed by APO Group on behalf of Mercy Ships.

Media Contact:
Mercy Ships:
Sophie Barnett
Mercy Ships International PR Manager
Email: International.media@mercyships.org
Website: https://apo-opa.co/3xlgZGS 

About Mercy Ships: 
Mercy Ships operates hospital ships that deliver free surgeries and other healthcare services to those with little access to safe medical care. An international faith-based organisation, Mercy Ships has focused entirely on partnering with African nations for the past three decades. Working with in-country partners, Mercy Ships also provides training to local healthcare professionals and supports the construction of in-country medical infrastructure to leave a lasting impact.

Each year, more than 3,000 volunteer professionals from over 60 countries serve on board the world’s two largest non-governmental hospital ships, the Africa Mercy® and the Global Mercy™. Professionals such as surgeons, dentists, nurses, health trainers, cooks, and engineers dedicate their time and skills to accelerate access to safe surgical, obstetric, and anaesthetic care. Mercy Ships was founded in 1978 and has offices in 16 countries as well as an Africa Service Center in Dakar, Senegal. For more information, visit www.MercyShips.org and follow @MercyShips on social media.