EEStor Corporation (TSX.V: “ESU-V”) (“
EEStor”), is
pleased to announce it has entered into a letter of intent, dated
November 5, 2019, pursuant to which it proposes to acquire all of
the outstanding share capital of FWG Ltd. (“
FWG”).
Based in Canterbury, United Kingdom, FWG is involved in
research and development and commercial activities related to
capacitor, battery and hybrid electrical energy storage devices,
including carbon and graphene-based technologies.
FWG’s proprietary carbon and graphene capacitor
and battery technologies have the potential to become a significant
commercialization opportunities for the combined company.
Future integration of EEStor’s patented CMBT materials and
FWG’s graphene and carbon-based materials is planned for, and both
companies look forward to these multifaceted opportunities.
Independent third-party certification is
scheduled with both the National Physics Laboratory of Great
Britain and with Intertek Inc. to ensure that the performance
characteristics of the technology are fully validated and
disclosed.
Robert Murray-Smith, Co-Founder and CEO of FWG
stated: “The team at FWG is excited by this transaction and the
multitude of opportunities that the combined enterprise addresses.
From the immediate replacement technology of antiquated lead acid
batteries to the near-endless requirements for sustainable and
scalable grid storage applications, we have spent the last six
years refining our solutions to meet global demand.”
Ian Clifford, Founder and CEO of EEStor added:
“The acquisition and merger of FWG into EEStor represents a
strategic and accretive integration for both companies. The mission
and ethos of FWG and EEStor are synergistic. The imperative for
sustainable and globally scalable electrical energy storage has
never been so evident.”
Clifford continued: “The acquisition of FWG will
allow for the targeted rollout of specific types of energy storage
to address the most dynamic needs globally. Included in the initial
targets is the replacement of the ubiquitous Group 27 lead acid
battery with a carbon-based battery that matches or surpasses the
storage, operational and economic performance of lead acid without
any of the catastrophic environmental implications.”
Murray-Smith adds: “The FWG battery uses doped
carbon structures in a bipolar arrangement in order to produce a
compact device with energy density in the region of lead acid, that
is around 50 - 60Wh/kg depending on size and physical structure.
The unique points of the battery are not so much the energy
density, which is more than acceptable to compete head to head with
lead acid, but rather in the cost of production, which has been
reduced significantly meaning that the cost of producing our
devices are well below all other currently manufactured
energy storage technologies.”
Murray-Smith continued: “This significant
reduction in finished product costs has been achieved through the
use of dry electrode manufacturing techniques, bipolar cell
arrangement and the use of carbon, a readily available, inexpensive
active material. It is envisioned that this generation of our
battery can compete very effectively in the lead acid battery
space, which currently accounts for around 55% of the entire global
battery market.” (Please see: https://youtu.be/hxBdESxAl8g for
additional details)
Proposed terms of the
Acquisition
Subject to customary due diligence, negotiation
of definitive documentation, board and regulatory approvals, in
consideration for all of the outstanding share capital of FWG, the
shareholders of FWG are entitled to receive common shares of EEStor
which will represent 25% of the outstanding share capital of EEStor
following completion of the acquisition. Based on its current
outstanding share capital, EEStor anticipates issuing 46,750,000
common shares to the shareholders of FWG. Following completion of
the acquisition, FWG will continue as a wholly-owned subsidiary of
EEStor.
FWG is an arms-length privately held company,
based in the United Kingdom, and controlled by three principal
shareholders: Robert Murray-Smith (United Kingdom), Steve Mills
(United Kingdom) and Gary Monaghan (Canada). FWG does not yet
generate revenue from operations. Its current assets consist
of intangible intellectual property, and it is not expected that it
will have any outstanding liabilities upon completion of the
acquisition.
The acquisition of FWG is not expected to result
in a “change of control” of EEStor, as that term is defined by the
policies of the TSX Venture Exchange. All securities to be
issued to the shareholders of FWG in connection with the
acquisition will be subject to a four-month-and-one-day statutory
hold period in accordance with applicable securities laws. No
finders fees or commissions are payable in connection with the
acquisition of FWG.
Following completion of the acquisition, EEStor
intends to reconstitute its board of directors to consist of five
members, of which two will initially be nominated by FWG.
EEStor anticipates that the reconstituted board will be presented
to shareholders for approval at its annual general and special
meeting to be held in January 2020.
Working Capital Financing
Prior to completion of the acquisition of FWG,
EEStor intends to undertake a financing to rapidly advance
third-party certification of technologies, investor and stakeholder
relations activities and for general working capital
purposes. The financing may take the form of a private
placement, or short-term loan facility, and EEStor will provide
additional information on the terms of such a financing once they
are known. The acquisition is not contingent on completion of
the financing, but EEStor does anticipate requiring additional
working capital prior to completion of the acquisition.
Annual General Meeting
The Company also announces that it will proceed
with an annual general and special meeting of shareholders on or
about January 30, 2020. Additional details regarding the date
and location of the meeting, as well as the matters to be presented
to shareholders for approval, will be made available in due
course. EEStor does not anticipate that the acquisition of
FWG will require shareholder approval.
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.
About FWG
FWG is involved in research and development and
commercial activities related to capacitor, battery and hybrid
electrical energy storage devices including carbon and
graphene-based technologies.
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.
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to (i) generally, or the “About EEStor” paragraph which
essentially describes the Corporation’s outlook and objectives,
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. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Forward-looking statements are
provided for the purpose of providing information about
management's expectations and plans relating to the future. 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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Mr. Ian Clifford Chief Executive
Officer 416-535-8395 ext.3Ian.clifford@eestorcorp.com |
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