PACIFIC GREEN TECHNOLOGIES INC. (OTCMKTS:PGTK) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 Entry into Material Definitive Agreement
ITEM 3.02 Unregistered Sales of Equity Securities.
ITEM 5.02 Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 24, 2019, Pacific Green Technologies Inc. (“we”, “us”, “our”, the “Company”) appointed Iain Lees as Chief Operating Officer of the Company. Concurrently with the appointment, we entered into an Employment Agreement with Mr. Lees, to which he will receive compensation of $250,000 per year (inclusive of benefits) for the duration of the agreement. to the Agreement, Mr. Lees will also be entitled to receive stock options to purchase our common shares as follows:
| ● | 100,000 options exercisable at $0.01 per share. These options vest immediately and survive termination of the Employment Agreement. |
| ● | 100,000 options exercisable at $0.01 per share, exercisable 36 months after execution of the Employment Agreement. |
| ● | 100,000 options exercisable at the closing price of the Company’s common shares on January 24, 2019, vested 36 months after the execution of the Employment Agreement. |
| ● | 100,000 options to be issued upon, and subject to, the 12 month anniversary of the Company listing on the NASDAQ, such options to be exercisable within 18 months of issuance. |
| ● | 50,000 shares issued at up-listing to Nasdaq provided that such up-listing comes into effect on or before 1st August 2019, such option to be exercised at the price at 60 days prior to Nasdaq up-listing and exercisable within 18 monthsof it becoming effective. |
| ● | 50,000 shares issued at US$2.70 issued on the date when the stock has traded at a 90 day average of US$10 per share with a daily liquidity average of 20,000 shares such option to be exercised within 18 monthsof it becoming effective |
In addition, Mr. Lees will be entitled to receive annual incentive bonuses of not less than 0.5% of the Company’s annual profit before tax, and other cash bonuses subject to achievement of certain milestones. The Employment Agreement may be terminated for cause without notice, or without cause by either party with six months’ notice.
On January 24, 2019, as described above, we issued options to Mr. Lees to purchase 300,000 common shares in our Company. The securities were issued to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)), in offshore transactions relying on Regulation S of the Securities Act of 1933, as amended.
Iain Lees—Chief Operating Officer
Iain Lees joins the Company from HannawayCA Corporate Finance Limited (HCACF), a leading financial and business advisory firm in Northern Ireland where he has served as Managing Director since January, 2017. As Managing Director of HCACF, he is responsible for operations, regulation and risk management, as well as selling, staffing and delivering projects.
Before joining HCACF, Mr. Lees was a Director in the Corporate Finance department of PricewaterhouseCoopers for 15 years (2002 to 2017) where he advised on a range of M&A, infrastructure and financing projects with a focus on energy projects, including the financing of Simple Power (wind turbines) and DFD Solar (solar farm), the acquisitions of Viridian/NIE (conventional and renewable generation and supply), Phoenix gas (transmission and supply) and iPower (standby power via diesel generators). Iain also advised on the sales of WarmFill and HEAT, both energy efficiency businesses.
Before joining PwC, Mr. Lees was Finance Director (2000 to 2002) of AiM-listed technology company bizzbuild, where he was responsible for that company’s main subsidiary, financial reporting, audit, treasury, M&A, financial strategy, and investor relations. Iain also served as Corporate Finance Manager of BT plc (1996-2000), and in various audit and corporate finance roles at Deloitte (1986-1996) where he became qualified as a Chartered Accountant. Mr. Lees holds the Securities Institute diploma and a bachelor’s degree in Economics from the University of Bristol.
Except as disclosed herein, there have been no transactions between the Company and Iain Lees since our last fiscal year which would be required to be reported herein. There are no family or similar relationships among Mr. Lees and any of our officers, directors, or affiliates.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| 10.1 | Employment Agreement with Iain Lees dated January 24, 2019 |
Pacific Green Technologies Inc. Exhibit
EX-10.1 2 f8k012419bex10-1_pacific.htm EMPLOYMENT AGREEMENT WITH IAIN LEES DATED JANUARY 24,…
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About PACIFIC GREEN TECHNOLOGIES INC. (OTCMKTS:PGTK)
Pacific Green Technologies Inc. is a development-stage company. The Company is focused on marketing, developing and acquiring technologies designed to improve the environment by reducing pollution. The Company has a network of agents to market the ENVI-Clean system. The ENVI-Clean system removes the sulfur dioxide, particulate matter, greenhouse gases and other hazardous air pollutants from the flue gases produced by the combustion of coal, biomass, municipal solid waste, diesel and other fuels. The ENVI-Clean system consists of five components: an induced draft fan; a gas conditioning chamber; the ENVI-Clean unit; a demister, and settling tanks. The ENVI-Clean system has various applications, including pulverized coal and stoker-grate boilers; heavy oil fired boilers; biomass and waste to energy boilers; lime kilns, dryers, shredders and foundries; industrial exhaust scrubbing of particulates and acid gases; diesel engines, and large marine and stationary engines, among others.
