August 27, 2021 – TheNewswire - Calgary, Alberta - P Squared Renewables Inc. (TSXV:PSQ.P) ("PSQ" or the "Company") a capital pool company, is pleased to announce that on June 16, 2021, at the annual and special meeting of the shareholders (the “Meeting”) the Company received approval of the disinterested shareholders of the Company in order to effect changes made by the TSX Venture Exchange (the "TSXV") to its Capital Pool Company program and changes to the TSXV’s Policy 2.4 – Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"). The Company shall give effect to the amendments approved at the Meeting to align its policies with the New CPC Policy, subject to final TSXV approval.

Pursuant to the New CPC Policy, the Company held the Meeting wherein they obtained the approval of disinterested shareholders of the Company to effect changes to comply with the New CPC Policy. The disinterested shareholders of the Company approved the following matters: (i) to remove the consequences of failing to complete a qualifying transaction ("QT") within 24 months of the Company's date of listing on the TSXV (the "Listing Date"); (ii) to amend the escrow release conditions and certain other provisions of the Company's escrow agreement (the "Escrow Agreement"); (iii) to permit the payment of a finder's fee or commission to a non-arm's length party upon completion of the qualifying transaction; and (iv) to amend the Company's stock option plan (the "Option Plan"). The approved amendments are described in further detail below.

Removal of the Consequences of Failing to Complete a QT within 24 Months of the Listing Date

The New CPC Policy removed certain consequences for when a QT is not completed within 24 months of the Listing Date. These consequences include a potential for common shares of the Company (the "Shares") to be delisted or suspended, or, subject to the approval of the majority of the Company’s shareholders, transferring Shares to list on the NEX and cancelling certain seed shares. The New CPC Policy has removed these consequences assuming disinterested shareholder approval is obtained.

The Company received disinterested shareholder approval for the removal of such consequences at the Meeting.

The resolution approving the removal of the consequences for failing to complete a QT within 24 months of the Listing Date requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, were excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.

Amendments to the Escrow Agreement

The Company received disinterested shareholder approval for the Company to make certain amendments to the Escrow Agreement, including allowing the Company’s escrowed securities to be subject to an 18 month escrow release schedule as detailed in the New CPC Policy, rather than the former 36 month escrow release schedule in the Former Policy. In addition, the disinterested shareholders approved amendments to the Escrow Agreement such that all options granted prior to the date the Exchange issues a final bulletin for the QT ("Final QT Exchange Bulletin") and all Shares that were issued upon exercise of such options prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that (a) were granted prior to the IPO with an exercise price that is less than the issue price of the Shares issued in the IPO and (b) any Shares that were issued pursuant to the exercise of such options, which will be released from escrow in accordance with the 18 month escrow release schedule as detailed in the New CPC Policy.

The resolution approving the amendments to the Escrow Agreement requires disinterested shareholder approval. All parties to the Escrow Agreement, who in aggregate, hold or control, directly or indirectly, 8,000,000 Shares, including the following directors and officers the Company, were excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.

The Company shall give effect to the amendments to the Escrow Agreement as approved by the shareholders, pending final TSXV approval.

Permit the Payment of a Finder's Fee or Commission to a Non-Arm's Length Party

The New CPC Policy includes changes which permit a Capital Pool Company to pay finder’s fees or commissions to a Non-Arm’s Length Party to the Company upon completion of a QT.

At the Meeting, the disinterested shareholders approved the payment of finder’s fees or commissions to Non-Arm’s Length Parties to the Company upon completion of a QT, in accordance with the New CPC Policy. This is not blanket approval for the payment of a finder's fee to a Non-Arm's Length Party to a CPC, but rather makes the payment of such a fee possible in principle. The Company must still obtain specific shareholder approval for the actual payment of any such finder's fee in accordance with Section 7.3 of the CPC Policy.

The resolution approving the payment of a finder's fee or commission to a non-arm's length party requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, were excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.

Amendments to the Option Plan

The amendments to the Option Plan as approved by the disinterested shareholders are as follows: (i) include provisions providing for the payment or funding or any income tax withholdings applicable to the exercise of options; (ii) clarify what constitutes a change of control of the Company, and provide that the options may be exercised within 90 days of the change of control; (iii) include provisions relating to blackout periods during which Option holders cannot exercise Options; and (iv) other housekeeping changes of a non-material nature.

The resolution approving the removal of the amendments to the Option Plan requires disinterested shareholder approval. The following directors and officers, who in aggregate, hold or control, directly or indirectly, 5,100,000 Common shares, were excluded from the vote: Shabir Premji, Jack Pastuszko and Daniel Kenney.

All matters approved by the shareholders at the Meeting are more particularly described in the Corporation's management information circular dated May 12, 2021 (the "Circular"). Please refer to the Circular for further details with respect to the amendments associated with the New CPC Policy.

NEITHER THE 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

‎This news release contains forward-looking statements and information. Forward-looking information is frequently characterized by words such ‎as "plan", "expect", "project", "intend", "will", "believe", "anticipate", "estimate", "scheduled", ‎‎"potential", or other similar words, or statements that certain events or conditions "may", "should" or ‎‎"could" occur.  The forward-looking statements and information are based on certain key expectations ‎and assumptions made by PSQ, including expectations and assumptions concerning timing of ‎receipt of required regulatory approval. Although PSQ believes that the expectations and assumptions on which the forward-‎looking statements are based are reasonable, undue reliance should not be placed on the forward-‎looking statements because PSQ can give no assurance that they will prove to be correct.

Since ‎forward-looking statements address future events and conditions, by their very nature they involve ‎inherent risks and uncertainties. Actual results could differ materially from those currently anticipated ‎due to a number of factors and risks, which include, but are not limited to, risks that required ‎regulatory approvals are not obtained. The reader is cautioned that assumptions used in the ‎preparation of such information, although considered reasonable by PSQ at the time of ‎preparation, may prove to be incorrect and readers are cautioned not to place undue reliance on ‎forward-looking information, which speaks only to conditions as of the date hereof.  PSQ does not ‎undertake any obligation to release publicly any revisions to forward-looking information contained ‎herein to reflect events or circumstances that occur after the date hereof or to reflect the occurrence ‎of unanticipated events, except as may be required under applicable securities laws. ‎

‎For further information regarding the Offering or PSQ, please contact:  

Shabir Premji

Executive Chairman & CEO       

P Squared Renewables Inc.       

Telephone: 403-870-1841        

Email: spremji@p2renewables.com

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