Charge Enterprises: Secures $ 22.22 Million in Debt and Senior Equity Financing – Form 8-K


Charge Enterprises Secures $ 22.22 Million Debt

and preferred equity financing

New York – December 23, 2021 – Charge Enterprises Inc. (OTC PINK: CRGE), (“Charge” or the “Company”), comprised of a portfolio of global companies with the vision of connecting people everywhere with communications and Electric Vehicle Charging (“EV”), today announced that it has raised gross proceeds of $ 20 million through $ 22.22 million of face value debt and preferred stock financing from an institutional investor and its affiliated entities. The proceeds from the financing will be used, in part, to finance the planned acquisitions. $ 14.81 million of the funding is in the form of an initial issue discount, senior secured non-convertible promissory notes that pay a 7.5% coupon per annum and mature on November 19 2023. The remainder of $ 7.41 million is in the form of new – Designated Series C Convertible Preferred Shares, which pay a monthly dividend of 6%, or $ 0.1875 per share per year, payable in cash or in Common stock shares load at the option of the company, and is convertible into common stock at $ 3.125 per share. In addition, Charge issued two year warrants to investors to purchase a total of 2,370,370 common shares of Charge at $ 4.00 per share.

The offer and sale of the aforementioned securities have not been registered under the Securities Act of 1933 (the “Securities Act”) or applicable state securities laws, and are sold as part of an offering. private in accordance with Article 4 (a) (2) and / or Regulation D of the Securities Act. These securities may not be offered or sold without registration or without an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy such securities, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal.

About Charge Enterprises Inc.

Our telecommunications division

Our Telecommunications (“Telecommunications”) division has provided voice and data termination to carriers and mobile network operators (MNOs) worldwide for over two decades and we will selectively add cost-effective products and services. to this long established company.

Our Infrastructures division

Our Infrastructure division is primarily focused on two fast growing industries: electric vehicle charging and the 5G telecommunications network, including cell tower, small cell and building applications. Solutions for these two industries include: design and engineering, equipment specification and procurement, installation, data and software solutions, and service and maintenance.

Our investment division

Our investment division (“Investment”) focuses on opportunities related to our global portfolio to extend the impact of our vision. We aim to invest in opportunities that would complement our two operating divisions in addition to marketable securities, including money market funds and other listed securities. Our Investment division provides services aimed at offsetting the overall cost of capital.

We provide our investment services through our wholly owned subsidiary, Charge Investments (“CI”).

Notice regarding forward-looking information

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 reflect current expectations or beliefs about future events or the future performance of Charge. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is planned”, “budget”, “planned”, “estimates”, “continues”. “,” Foresees “,” plans “,” predicts “,” intends to “,” anticipates “,” aims “or” believes “, or variations or negative aspects of these words and expressions or declares that certain actions, events or results “may”, “could”, “would”, “should”, “could” or “will” be taken, occur or be achieved. All forward-looking statements, including those contained herein, are qualified by this caveat.

Although Charge believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by these forward-looking statements. These risks and uncertainties include Charge’s business plans and strategies, Charge’s future business development, market acceptance of electric vehicles, Charge’s ability to generate positive earnings and cash flow, changes in government regulations and government incentives, grants or other favorable government policies, and other risks described in the documents filed by Charge with the United States Securities and Exchange Commission. Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of the factors that may affect forward-looking statements. Therefore, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this press release speak only as of the date of this press release or the date or dates specified in such statements. For more information on Charge, investors are encouraged to consult Charge’s public documents on the OTC market at https://www.otcmarkets.com/stock/CRGE/overview. Charge disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Media contact:

Steve Keyes (248) 952-7022

[email protected]

Contact:

LHA Investor Relations

Carolyn Capaccio, CFA

[email protected]

212.838.3777


Carol M. Barragan