EEStor Announces a Proposed Non-Brokered Private Placement
May 21 2019 - 9:16AM
EEStor Corporation (“
EEStor” or the
“
Corporation”) (TSXV: ESU) announces that it
intends to pursue a non-brokered private placement of units
(“
Units”) to raise gross proceeds of up to
C$750,000 (the “
Financing”). The Units will be
offered at a price of C$0.05 per Unit. Each Unit is comprised of
one common share of the Corporation (each, a “
Common
Share”) and one common share purchase warrant (each, a
“
Warrant”). Each Warrant will entitle its holder
to acquire one additional Common Share of the Corporation at a
price per Common Share of C$0.10 for a period of 5 years following
the closing of the Financing. All securities issued in the
Financing will be subject to a 4-month hold period in Canada and
such longer periods as may be required under other applicable
securities laws. The Financing is subject to customary closing
conditions, including approval of the TSX Venture Exchange (the
“
TSXV”).
Net proceeds from the private placement will be used to advance
licensing efforts and for working capital and general corporate
purposes.
Certain insiders and directors of the
Corporation may acquire Units in the Financing. Any participation
by insiders and directors in the Financing would constitute a
"related party transaction" as defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). However, the
Corporation expects such participation would be exempt from the
formal valuation and minority shareholder approval requirements of
MI 61-101 as the fair market value of the Units subscribed for
by the insiders, nor the consideration for the Units paid by such
insiders, would exceed 25% of the Corporation's market
capitalization.
Commitments for approximately C$300,000 of the
Financing have been received to date. The first tranche of the
Financing is scheduled to close on or before May 28, 2019 and
closing will be subject to certain conditions including, but not
limited to, the receipt of all necessary approvals, including the
approval of the TSXV and the applicable securities regulatory
authorities. The Corporation intends to proceed with the closing of
the balance of the Financing, up to an aggregate maximum of
C$750,000, in subsequent tranches, which are scheduled to be
completed on or before the end of June 2019.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About EEStor
EEStor is a developer of high energy density
solid-state capacitor technology utilizing the Corporation’s
patented Composition Modified Barium Titanate (CMBT) material. The
Corporation is focused on licensing opportunities for its
technology across a broad spectrum of industries and
applications.
Cautionary Statement on Forward-Looking
Information
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to, those relating to the closing and expected timing of
the Financing, the subscription and amounts to be subscribed for by
the investors contemplated by the Financing, and generally, the
above “About EEStor” paragraph which essentially describes the
Corporation’s outlook, constitute ”forward-looking information” or
“forward-looking statements” within the meaning of certain
securities laws, and are based on expectations, estimates and
projections as of the time of this press release. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Corporation as
of the time of such statements, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. These estimates and assumptions may prove to be
incorrect. Many of these uncertainties and contingencies can
directly or indirectly affect, and could cause, actual results to
differ materially from those expressed or implied in any
forward-looking statements and future events, could differ
materially from those anticipated in such statements.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. Forward-looking
statements are provided for the purpose of providing information
about management's endeavours of licensing the Corporation’s
technology and, more generally, its expectations and plans relating
to the future. Readers are cautioned not to place undue reliance on
these forward-looking statements as a number of important risk
factors and future events could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates, assumptions and intentions expressed in
such forward-looking statements. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements and those made in our other filings with the
securities regulators of Canada including, but not limited to, the
cautionary statements made in the “Risk Factors” section of the
Corporation’s public filing. The Corporation disclaims any
intention or obligation to update or revise any forward-looking
statements or to explain any material difference between subsequent
actual events and such forward-looking statements, except to the
extent required by applicable law.
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.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Mr. Ian Clifford Chief Executive
Officer416 535-8395 ext.3Ian.clifford@eestorcorp.com
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