NYOTA Power Ltd.
Vancouver, BC / https://nyotapower.com/
Overview
The Issuer is a private company founded and incorporated in British Columbia, Canada pursuant to British Columbia’s Business Corporations Act, in order to develop renewable energy projects initially in four key West African markets that are known as ‘bankable’ jurisdictions welcoming of sustainable commercial development to help offset their acute power deficits.
The Issuer is raising funds to finalize the first two definitive agreements for power generation and supply in Ghana and possibly three additional countries in West Africa.
Crowdfunded Activities
Here's how NYOTA Power Ltd. is planning on using the funds raised from this crowdfunding:
| Minimum Raise | Maximum Raise | |
| Corporate, Legal & Audit | $25,000 | $45,000 |
| Technical Consulting | $35,000 | $115,000 |
| Travel & Travel Expenses | $20,000 | $55,000 |
| Un-allocated General Working Capital | $0 | $35,000 |
NYOTA Power Ltd.
- Company Website: https://nyotapower.com/
- Head Office Address: 210-905 West Pender Street, Vancouver BC, V6C 1L6
- Company Phone No: 604-809-2102
- Company Email Address: rfindlaymail@gmail.com
The Issuer is a private company founded and incorporated in British Columbia, Canada pursuant to British Columbia’s Business Corporations Act, in order to develop renewable energy projects initially in four key West African markets that are known as ‘bankable’ jurisdictions welcoming of sustainable commercial development to help offset their acute power deficits.
The Issuer is raising funds to finalize the first two definitive agreements for power generation and supply in Ghana and possibly three additional countries in West Africa.
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Offering Document
Full legal name: NYOTA Power Ltd.
Head office address: 210-905 West Pender Street, Vancouver BC, V6C 1L6
Telephone: 604-809-2102
Website URL: https://nyotapower.com/
Fax: N/A
Company Contact Person
Full legal name: Robert Findlay
Position held with the issuer: Director
Business address: 210-905 West Pender Street, Vancouver BC, V6C 1L6
Business telephone: 604-809-2102
Fax: N/A
Business e-mail: rfindlaymail@gmail.com
Business Overview
Issuer's Business
A more detailed description of the issuer's business is provided below.
The Issuer is a private company founded and incorporated in British Columbia, Canada pursuant to British Columbia’s Business Corporations Act, in order to develop renewable energy projects initially in four key West African markets that are known as ‘bankable’ jurisdictions welcoming of sustainable commercial development to help offset their acute power deficits.
The Issuer is raising funds to finalize the first two definitive agreements for power generation and supply in Ghana and possibly three additional countries in West Africa.
Management
Full legal name: Hassan Hassan
Municipality of residence: London
Email address: N/A
Position at issuer: Founder, President & CEO, Director
Principal occupation for the last five years: Managing Director-Operations, Simba Energy
Expertise, education, and experience that is relevant to the issuer's business:
A seasoned operator in the African resources sector. Founder and Managing Director of Operations of Simba Energy Inc. (TSXV: SMB) in 2009 and instrumental in farming out Simba’s O&G portfolio to Essel Group (Essel Group Middle East – EGME) in 2015. 30+ years of international experience as an entrepreneur in North America, China, South America and Africa. 12+ years building an enviable network and circle of influence throughout Africa.
Number and type of securities of the issuer owned: 3,833,350 common shares
Date securities were acquired and price paid for the securities: 2,000,000 purchased 08/22/16 @ $0.01, 1,333,350 purchased 10/7/16 @ $0.02, 500,000 purchased 11/17/17 @ $0.10
Percentage of the issuer's securities held as of the date of this offering document: 16.98%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Robert Findlay
Municipality of residence: Vancouver
Email address: rfindlaymail@gmail.com
Position at issuer: Co-Founder, Director
Principal occupation for the last five years: Independent Consultant-Mining & Junior Exploration
Expertise, education, and experience that is relevant to the issuer's business:
Brings 25+ years experience in surface & underground mining and equipment related to mining, drilling operations and power generation, including sales & senior management roles with Atlas Copco Canada from 1988 to 2004. Since 2005, an independent consultant for numerous resource junior explorers and project developers. Haileybury School of Mines (class of ‘87).Number and type of securities of the issuer owned: 2,916,650 common shares
Date securities were acquired and price paid for the securities: 2,000,000 purchased 08/22/16 @ $0.01, 666,650 purchased 10/7/16 @ $0.02, 250,000 purchased 11/17/17 @ $0.10
Percentage of the issuer's securities held as of the date of this offering document: 12.92%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Lorena Cicerrelo
Municipality of residence: London
Email address: N/A
Position at issuer: Director, Advisory for Corporate & Project Development
Principal occupation for the last five years: Financier & Advisory in Renewable Energy
Expertise, education, and experience that is relevant to the issuer's business:
Founder and Managing Director of ANKHAL ENERGY LTD. (London) is a highly accomplished finance professional who, throughout her career, has been responsible for over US$18bn of complex structured project finance, refinancing, restructuring and acquisition specializing primarily in renewable PV Solar and Wind. Between 2007 and 2015, she headed the renewable energy team at Sumitomo Mitsui Banking Corporation where she positioned the bank as a leading global mandated investor in renewable energy. Her team originated and executed more than 40 transactions for a total asset value of US$13+bn across Europe, the Middle East and Africa.Number and type of securities of the issuer owned: 0
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: 0%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Gisele Joubin
Municipality of residence: (Vancouver/London)
Email address: N/A
Position at issuer: CFO & Operations Manager-West Africa
Principal occupation for the last five years: CFO Managing Director – West Africa
Expertise, education, and experience that is relevant to the issuer's business:
Originally from Cote d’Voire, Gisele is a senior-level professional with a Master Degree in International Business and over 15 years of experience steering corporate, financial and business solutions across both local and international environments. In addition to having strong insight for working in Africa, along with previous experiences as a CFO and VP Operations for venture listed resource companies, she brings extensive management and corporate support to the Company.Number and type of securities of the issuer owned: 50,000 common shares
Date securities were acquired and price paid for the securities: 50,000 purchased 11/17/17 @ $0.10
Percentage of the issuer's securities held as of the date of this offering document: 0.22%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Robert Miller
Municipality of residence: Miami & Vancouer
Email address: N/A
Position at issuer: Advisory Board Member and NYOTA’s VP of Finance
Principal occupation for the last five years: VP Finance
Expertise, education, and experience that is relevant to the issuer's business:
As a seasoned businessman and accomplished financier whom, for the past three decades, Mr. Miller has participated as the principal investor in over fifty business ventures as well as founded and listed numerous companies on the NASDAQ and Toronto Stock Exchange. Working closely with, and consulting for early stage companies he has raised over US $400M in early stage investment capital. Mr. Miller’s experience includes being the founder and Chairman of Crystallex International Corporation, a mining company with an estimated 17 million ounces of Gold. He was also a founder and director of Nanovation Technologies Inc, a developer of fiber-optic products which realized a market capitalization of over $500 million.Number and type of securities of the issuer owned: 4,530,000 common shares
Date securities were acquired and price paid for the securities: 2,000,000 purchased 08/22/16 @ $0.01, 1,900,000 purchased 9/20/16 @ $0.02, 630,000 purchased 10/6/17 @ $0.10
Percentage of the issuer's securities held as of the date of this offering document: 20.07%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Anu Tayal
Municipality of residence: London
Email address: N/A
Position at issuer: Director of Corporate Finance
Principal occupation for the last five years: Director of Corporate Finance
Expertise, education, and experience that is relevant to the issuer's business:
Brings over 17 years of experience across accounting and corporate finance (including private and public capital raising and M&A). Most recently a director in the Energy Corporate Finance team at Ernst & Young in London, prior to which Anu was a senior member of the Corporate Finance teams at investments banks Matrix Group and Evolution. Anu is a Fellow of the Institute of Chartered Accountants in England and WalesNumber and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: N/A
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Dr. Harry Moraes
Municipality of residence: Dubai
Email address: N/A
Position at issuer: Advisory Board Member & Chairman of Nyota Djibouti
Principal occupation for the last five years: Advisory Board Member & Chairman of Nyota Djibouti
Expertise, education, and experience that is relevant to the issuer's business:
Founder & Chairman of FABTECH INTERNATIONAL GROUP (Dubai). Mr. Moraes is highly esteemed and skilled in the fields of large scale metal fabricating, machining and specialty manufacturing for all industrial sectors with established operations spanning the globe. With headquarters in Dubai, as one of the largest and most technically capable steel fabricators in the Middle East and internationally, the FABTECH group of companies operates from strategic locations around the globe providing a full range of services to the oil, gas, power, water and other process industries. Dr. Moraes has also had a great deal of success investing in, and growing other company ventures throughout many industrial sectors.Number and type of securities of the issuer owned:
Date securities were acquired and price paid for the securities:
Percentage of the issuer's securities held as of the date of this offering document:
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Start-Up Crowdfunding Distribution
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British-Columbia
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): June 20, 2018
The date(s) and description of any amendment(s) made to this offering document, if any: N/A
Type Of Securities Being Issued
Type of securities being offered: Units
Voting rights: Each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into):
Other: N/A
Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:
The “Purchased Securities” are Units. Each Unit is one previously unissued common share of the Issuer (a “Share”), and one-half of one share purchase warrant. Each whole warrant (a “Warrant”) will entitle the Purchaser to purchase one Share (a “Warrant Share”) at an exercise price of $0.50 per Warrant Share for a period of 24 months from the date of issuance (the “Expiry Date”) and subject to an acceleration provision, as defined below.
The Warrants are subject to an acceleration provision, whereby any time before the Expiry Date, if the common shares of the Company are intended to become listed on a publicly traded stock exchange, and the closing price of the common shares on a publicly traded stock exchange is equal to or greater than $1.00 for 5 consecutive trading days, then the Issuer may, at is sole option, elect to provide notice to the holder (the “Acceleration Notice”) that the Warrants will expire on the date which is 30 days from the date of the Acceleration Notice (the “Accelerated Expiry Time”).
POWER OF ATTORNEY
The Subscriber hereby irrevocably appoints the Chief Executive Officer of the Issuer, or failing him any director of the Issuer, in office from time to time, as attorney in fact for the undersigned, for so long as the Issuer is not listed on a stock exchange, and authorizes him as such to vote his Shares (as issued upon conversion of the Warrants) and make and sign on the undersigned’s behalf and to deliver any and all agreements, documents, resolutions, waivers, consents and declarations which such attorney sees fit in his discretion to give on behalf of the Subscriber as a shareholder of the Issuer, including with respect to (i) all matters pertaining to future share issuances; (ii) amendments of the Issuer’s constating documents; (iii) listing of the Issuer’s Shares on a stock exchange; and (iv) effecting the sale of the Subscriber’s Shares to a reporting issuer on an Exchange, execution and delivery of the Subscriber’s Shares upon closing of the sale thereof, execution of resolutions approving or ratifying the transfer of the Subscriber’s Shares, and receipt of consideration therefor.
Offering Details
Total Amount ($) Total number of eligible securities issuable Minumum offering amount $80,000 320,000 Maximum offering amount $250,000 1,000,000 Price per eligible security $0.25 Price per flow-through share N/A Minimum investment amount per purchaser: $250
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to NYOTA Power Ltd. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Issuer's Business
Details about the issuer's industry and operations:
NYOTA Power Ltd. (“NYOTA”) is a private company founded and incorporated in British Columbia, Canada pursuant to British Columbia’s Business Corporations Act, in order to develop renewable energy projects initially in four key West African markets that are known as ‘bankable’ jurisdictions welcoming of sustainable commercial development to help offset their acute power deficits.
What sets NYOTA apart from other project developers in Africa is its ability to uniquely leverage Management’s decades long in-country operational expertise and resources established in 12+ countries and its ability to form key strategic alliances required by this mandate.
Further, by already having these resources and presence on the ground in all of our key targeted (near term) markets (e.g. Ghana, Guinea, Mali and Liberia) NYOTA is unique in the sector as an Early (Project) Developer with a relatively low working capital requirement.
Management has successfully positioned the Company with a strong pipeline of projects, with the potential for success to sign at least a number of definitive power purchase or off-take agreements to develop and supply power in the above mentioned countries, with a few more countries to be added in the future.
NYOTA is currently raising private company financing (the “Private Financing”) of $2,550,000 comprised of a Private Placement financing for gross proceeds of $550,000 through the sale and issuance of 2,200,000 units at a price of $0.25 per unit; where a unit equals one (1) common share plus one half share purchase warrant, and where a full warrant is exercisable into one common share at a price of $0.50 for a period of 24 months and subject to an acceleration clause; and
$2,000,000 debt financing through the sale and issuance of a convertible debenture with a 36 month term, bearing interest at 8% per year and payable semi-annually. Half of the debenture amount along with accrued interest is convertible at $0.40 per share into commons shares of NYOTA with an acceleration provision at or as part of a Transaction (as defined below). It is the current intention of both the Company and the Debt Holder to convert the remaining half (50%) with accrued interest to be converted into an economic interest in one of NYOTA’s renewable energy projects.
The above debenture or convertible note will be used towards project commencement or CAPEX funding (e.g. to complete a Final Project Feasibility Study required prior to initiating the EPCM scope of work (Engineer/Procure/Construct/Manage).
Management intends to complete some form of going public transaction in the next 6 to 9 months either with a minimum concurrent financing or a Reverse Takeover of a Listed Issuer or trading “Shell Co.” (collectively, the "Transaction") and as part of having secured at least one definitive off take agreement to supply power along with the required (institutional) Project Funding.
Legal structure of the issuer and the jurisdiction where the issuer is incorporated or organized:
The Issuer is a company incorporated pursuant to the Business Corporations Act of British Columbia.
Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:
210-905 West Pender Street, Vancouver BC, V6C 1L6
Issuer's Operations
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities.
Use of Funds
Information on all funds previously raised and how they were used by the issuer:
Over the past 18 months the Issuer previously raised $667,500. These funds have been used towards general working capital, business development purposes, and project evaluation, broken out as follows
Management Fees ($215,000)
Legal ($33,600)
Corporate Head Office Rent & Fixed Costs ($22,000)
Administration & Accounting ($19,600)
Office Set Up and Administration in Ghana ($47,000)
Other (excl. Ghana) In Country Consulting & Logistics ($74,500)
Travel & Travel Expenses ($96,500)
Consulting Fees ($144,300)
Cash or Equivalent ($ 15,000)
Description of intended use of funds listed in order or priority Total amount ($) Assuming minimum offering amount Assuming maximum offering amount Corporate, Legal & Audit $25,000 $45,000 Technical Consulting $35,000 $115,000 Travel & Travel Expenses $20,000 $55,000 Un-allocated General Working Capital $0 $35,000 Previous Start-Up Crowdfunding Distributions
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
Compensation Paid To Funding Portal
The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:
1. Compensation:
1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees:
(a) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”)
(b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice.
(c) Warrants: Issuer shall issue to Vested, at Offering Close, Warrants equal to either, 60,000 Warrants if the amount raised is $150,000 or less, or, Warrants equal to ten[10]% of the number of securities sold if the amount raised is over $150,000 to maximum of $250,000 pursuant to the Offering (the “Warrants”)
Risk Factors
Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:
Risk General Disclaimer – This document is for information purposes as part of a crowd funding financing effort arranged on behalf of the Company by Vested Technology Corp. and contains forward-looking statements based on reasonable assumptions and judgments of management regarding future events and plans. Actual results or realities may differ materially from those contained in the forward looking statements as a result of risk factors and uncertainties beyond its control, including, but not limited to, the ability to raise sufficient capital to fund its plans and for general working capital purposes, changes in economic conditions or financial markets, the ability of the Company to finalize definitive power offtake agreements and to achieve its obligations thereunder, other laws or regulations that could have an impact on the Company’s operations, political uncertainties in the markets in which it expects to operate, dependence on key management personnel and general competition.
Project & Competitive Risk – The Company, with limited previous history in the African power market, must rely on the business experience of the small management team and the in country staff and consultants and engineers retained by the Company. With the funding of African power projects becoming more attractive, the market has also become more competitive thus adding to the risk of not winning the contracts that the Company bids on.
Systemic Risk – Substantial time and money (millions of dollars and month, if not years, of time) are required to (i) establishing commercial project parameters through comprehensive scoping and site evaluations and project feasibility studies, (ii) develop a design a plant and, (iii) as may required in the case of utility scale projects, to obtain the definitive off take agreements that purchase the power being generated in a manner that satisfies project financiers. Even if a commercial project has been identified, the economics of developing the project is affected by many factors including the cost of equipment, installation & commissioning costs and operating expenses, including fluctuations in production limits with variations in available sunlight, wind, or hydro energy, or prices and other market conditions or environmental protection; any of which could render a project uneconomic.
Financing and Dilution Risks – The Issuer will need to raise additional funds to undertake further business development on multiple selected projects currently under negotiation. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to further develop these projects, or that the terms of such financing will be favourable. It will likely sell additional shares to raise such funds, which will result in the dilution of each shareholder’s equity interest in the Issuer.
Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.
Need for Additional Financing, Limited Operating History, Risks of New Business Venture – While the Company believes that the net proceeds from completion of the Offering will be sufficient to meet its projected financial requirements for our preliminary initial rollout for its first project, the Company expects to require additional capital to fund its contemplated business growth: to that end the Company is simultaneously offering securities to larger investors, which similarly will need to be completed in order to complete the current phase of development. In addition, other events or circumstances that are not presently anticipated that may reduce the time for which the funds will be sufficient.
Unanticipated Additional Feasibility Study Costs – Site selection becomes a significant barrier to entry. Many possible locations need to be vetted before one can be deployed. This process incurs project management time and engineering costs. These costs add up when conducting several feasibility studies simultaneously. Some feasibility costs can be offset with government support. The feasibility costs at several sites are an anticipated cost in growing our business.
Time to market – Timeliness of capital is an issue as we must execute on finalizing negotiated definitive off take agreements in a competitive market where project (CAPEX) financing terms may change for unforeseen reasons after the terms have been set.
Regulatory compliance costs – Regulatory compliance can add deployment delays thus tying up capital while government approvals are pending. We anticipate the cost of the regulatory filings and due diligence effort. The approval time and opportunity cost is significant element of risk. We must choose our projects carefully and conduct feasibility studies on several new sites simultaneously so that we have no delay in applying project equity capital when required and when available.
Additional deployment costs and expenses that may exceed proposed budget – While we are combining existing on the ground operational expertise and relationships with our unique positioning with strong in house project scoping ability and affiliations with the top global EPC firms and project funding sources for renewable energy projects, there is always the significant risk of cost overruns due to multiple potential unforeseen problems. While there are strong comparable similarities with other projects the Company’s management has been with in the past, NYOTA is not a first mover in a growing and competitive sector.
Reporting Obligations
Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:
The Company intends to become a reporting issuer before end of 2018, upon which time all material disclosure to be made available on SEDAR. This will be supplemented by shareholder updates and news releases that will also be made available on the Company’s website, www.nyotapower.com or disseminated in the public domain.
Resale Restrictions
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
Purchaser's Rights
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
- Position at Issuer: Founder, President & CEO, Director
- Municipality of Residence: London
- Email Address: N/A
- Principal Occupation for the Last Five Years: Managing Director-Operations, Simba Energy
About:
A seasoned operator in the African resources sector. Founder and Managing Director of Operations of Simba Energy Inc. (TSXV: SMB) in 2009 and instrumental in farming out Simba’s O&G portfolio to Essel Group (Essel Group Middle East – EGME) in 2015. 30+ years of international experience as an entrepreneur in North America, China, South America and Africa. 12+ years building an enviable network and circle of influence throughout Africa.
- Position at Issuer: Co-Founder, Director
- Municipality of Residence: Vancouver
- Email Address: rfindlaymail@gmail.com
- Principal Occupation for the Last Five Years: Independent Consultant-Mining & Junior Exploration
About:
Brings 25+ years experience in surface & underground mining and equipment related to mining, drilling operations and power generation, including sales & senior management roles with Atlas Copco Canada from 1988 to 2004. Since 2005, an independent consultant for numerous resource junior explorers and project developers. Haileybury School of Mines (class of ‘87).- Position at Issuer: Director, Advisory for Corporate & Project Development
- Municipality of Residence: London
- Email Address: N/A
- Principal Occupation for the Last Five Years: Financier & Advisory in Renewable Energy
About:
Founder and Managing Director of ANKHAL ENERGY LTD. (London) is a highly accomplished finance professional who, throughout her career, has been responsible for over US$18bn of complex structured project finance, refinancing, restructuring and acquisition specializing primarily in renewable PV Solar and Wind. Between 2007 and 2015, she headed the renewable energy team at Sumitomo Mitsui Banking Corporation where she positioned the bank as a leading global mandated investor in renewable energy. Her team originated and executed more than 40 transactions for a total asset value of US$13+bn across Europe, the Middle East and Africa.- Position at Issuer: CFO & Operations Manager-West Africa
- Municipality of Residence: (Vancouver/London)
- Email Address: N/A
- Principal Occupation for the Last Five Years: CFO Managing Director – West Africa
About:
Originally from Cote d’Voire, Gisele is a senior-level professional with a Master Degree in International Business and over 15 years of experience steering corporate, financial and business solutions across both local and international environments. In addition to having strong insight for working in Africa, along with previous experiences as a CFO and VP Operations for venture listed resource companies, she brings extensive management and corporate support to the Company.- Position at Issuer: Advisory Board Member and NYOTA’s VP of Finance
- Municipality of Residence: Miami & Vancouer
- Email Address: N/A
- Principal Occupation for the Last Five Years: VP Finance
About:
As a seasoned businessman and accomplished financier whom, for the past three decades, Mr. Miller has participated as the principal investor in over fifty business ventures as well as founded and listed numerous companies on the NASDAQ and Toronto Stock Exchange. Working closely with, and consulting for early stage companies he has raised over US $400M in early stage investment capital. Mr. Miller’s experience includes being the founder and Chairman of Crystallex International Corporation, a mining company with an estimated 17 million ounces of Gold. He was also a founder and director of Nanovation Technologies Inc, a developer of fiber-optic products which realized a market capitalization of over $500 million.- Position at Issuer: Director of Corporate Finance
- Municipality of Residence: London
- Email Address: N/A
- Principal Occupation for the Last Five Years: Director of Corporate Finance
About:
Brings over 17 years of experience across accounting and corporate finance (including private and public capital raising and M&A). Most recently a director in the Energy Corporate Finance team at Ernst & Young in London, prior to which Anu was a senior member of the Corporate Finance teams at investments banks Matrix Group and Evolution. Anu is a Fellow of the Institute of Chartered Accountants in England and Wales- Position at Issuer: Advisory Board Member & Chairman of Nyota Djibouti
- Municipality of Residence: Dubai
- Email Address: N/A
- Principal Occupation for the Last Five Years: Advisory Board Member & Chairman of Nyota Djibouti
About:
Founder & Chairman of FABTECH INTERNATIONAL GROUP (Dubai). Mr. Moraes is highly esteemed and skilled in the fields of large scale metal fabricating, machining and specialty manufacturing for all industrial sectors with established operations spanning the globe. With headquarters in Dubai, as one of the largest and most technically capable steel fabricators in the Middle East and internationally, the FABTECH group of companies operates from strategic locations around the globe providing a full range of services to the oil, gas, power, water and other process industries. Dr. Moraes has also had a great deal of success investing in, and growing other company ventures throughout many industrial sectors.
All Team Members & Relevant Parties
Hassan Hassan
Robert Findlay
Lorena Cicerrelo
Gisele Joubin
Robert Miller
Anu Tayal
Dr. Harry Moraes
News & Updates
137% of Goal
Offering up to 1,000,000 Units at $ 0.25
Minimum Investment: $250
Funding Closed
48 Investors
This project will only be financed if at least $80,000 is raised by Jun 13, 2018
Note: All funds are expressed in Canadian dollars.