EEStor Corporation Increases Size of Private Placement
December 24 2019 - 6:00AM
EEStor Corporation (TSX.V: ESU) (“
EEStor” or the
“
Corporation”), is pleased to announce that its
board of directors has approved an increase in the size of its
previously announced non-brokered private placement (the
“
Placement”). The Corporation will now offer
up to 17,000,000 units (each, a “
Unit”), at a
price of $0.05 per Unit, for gross proceeds of up to
$850,000. Each “Unit” will continue to consist of one common
share of the Corporation, and one common share purchase warrant
entitling the holder to acquire an additional common share at a
price of $0.10 per share for a period of twenty-four months.
The Corporation intends to complete the
Placement in multiple tranches, and will provide additional
information regarding completion of an initial tranche of the
Placement, as soon as complete. In connection with the
Placement, the Corporation may pay finders’ fees to eligible
parties which have assisted by introducing subscribers.
Completion of the Placement remains subject to the approval of the
TSX Venture Exchange. All securities to be issued in
connection with the Placement will be subject to a
four-month-and-one-day statutory hold period in accordance with
applicable securities laws.
Ian Clifford, Founder and CEO of EEStor
commented: “The decision to increase the size and of Placement will
allow us to accommodate a number of strategic investors, and
provide us with additional capital to support the acquisition and
merger of FWG Inc. and the proposed activities related to
certifications and manufacturing.”
The Corporation also announces that it has
amended its previously announced agreement with Robert Tocchio, a
director of the Corporation, pursuant to which the Corporation
proposed to to restructure an outstanding bridge loan (the
“Bridge Loan”) previously provided by Dr.
Tocchio. Including accrued but unpaid interest, $318,000 is
currently owing by the Corporation under the Bridge Loan. The
Bridge Loan was scheduled to mature on January 21, 2020 and is
secured by a pledge of all of the outstanding share capital of ZENN
Capital Inc., a wholly-owned subsidiary of the Corporation.
Under the amended terms, in full and final
settlement of the Bridge Loan, Dr. Tocchio has agreed to accept a
cash payment in the amount of $18,000 (the “Settlement
Payment”), and an unsecured convertible debenture (the
“Debenture”) in the principal amount of
$300,000. The Debenture will now bear interest at a rate of
twelve percent per annum, payable annually, and will have a term of
sixty months. At the option of Dr. Tocchio, all or any
portion of the principal amount of the Debenture may be converted
into common shares of the Corporation, at a price of $0.05 per
share during the initial twelve months of the term, and at a price
of $0.10 per share for the remainder of the term. No
detachable share purchase warrants will be issued to Dr. Tocchio in
connection with the settlement.
Following issuance of the Debenture, and
completion of the Settlement Payment, Dr. Tocchio will release all
obligations due and owing by the Corporation in respect of the
Bridge Loan, as well as all collateral securing the Bridge
Loan. The Debenture will be subject to a
four-month-and-one-day statutory hold period in accordance with
applicable securities laws and the policies of the TSX Venture
Exchange.
Mr. Clifford, Founder and CEO of EEStor
commented: “We are grateful to Dr. Tocchio for considering and
accepting the terms of settlement of his Bridge Loan. It is also of
significance to highlight that Dr. Tocchio has also agreed to
releasing any collateral that was originally associated with the
Bridge Loan, thereby ensuring that the current and future
intellectual property of the Corporation is free and clear of any
direct claims.”
As Dr. Tocchio is a director of the Corporation,
the issuance of the Debenture, and the restructuring of the Bridge
Loan, is considered a “related party transaction” within the
meaning of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Corporation is relying upon the
exemption from the requirement for valuation under section 5.5(b)
of MI 61-101, on the basis that the Corporation’s shares are not
listed on a specified market, and on the exemption for minority
shareholder approval under section 5.7(1)(a) of MI 61-101, on the
basis that the fair market value of the consideration for the
Debenture, and the Settlement Payment, does not exceed twenty-five
percent of the market capitalization of the Corporation.
About EEStor
EEStor is a developer of high energy density
solid-state capacitor technology utilizing patented Composition
Modified Barium Titanate (CMBT) material. EEStor is committed
to providing commercially viable energy storage solutions across a
broad spectrum of industries and applications.
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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