EEStor Corporation (TSX.V: ESU) (“
EEStor”), is
pleased to announce it has entered into a letter of intent, dated
February 20, 2020, pursuant to which it proposes to acquire all of
the outstanding share capital of Infinium Generation Ltd.
(“
INFINIUM”). Based in Montreal, Canada,
INFINIUM is an arms-length private company involved in research and
development and commercial activities related to zero-emission NH3
fuel, generated from a patented and scalable process.
Jean-Louis Bertrand, Co-Founder and CTO of INFINIUM stated: “The
team at INFINIUM is excited by this transaction and the multitude
of opportunities that the combined enterprise addresses – from the
immediate replacement technology of greenhouse gas-emitting fossil
fuel- based generation and back-up systems, to the most
sophisticated smart grid integration. The combined expertise of the
two companies should provide for a wide range of
opportunities.”
Bertrand continued: “INFINIUM Generation’s fuel and power
generating technology has the potential to have a significant
effect on our lives and shape the way we consume energy for
generations into the future. The ability to produce fuel and
generate energy without any carbon footprint is what our world
needs now and what INFINIUM technology may represent.”
Ian Clifford, Founder and CEO of EEStor added: “The acquisition
of INFINIUM by EEStor represents a strategic and valuable
integration for both companies. The mission and principles of
INFINIUM and EEStor are synergistic. The imperative for sustainable
and globally scalable energy solutions has never been so
evident.”
Clifford continued: “The acquisition of INFINIUM will allow for
the targeted implementation of specific types of zero-emission
generation technology to address some of the most pressing and
dynamic energy needs globally. By creating zero-emission fuels from
sustainably generated purified water, in exactly the place that the
energy needs to be consumed, we hope to reduce, and potentially
eliminate, the need for profoundly inefficient distribution
networks that exist today.”
One significant and immediate use for INFINIUM Generation
technologies relates to remote communities. “Distant communities
that are not on the electric grid, that currently use diesel and
other fossil fuel generation could greatly benefit from our
technology. INFINIUM solutions, designed to power both
residential and commercial multi-unit buildings worldwide, will
create significant benefits by providing a zero-carbon footprint
for these installations. INFINIUM technology has the potential to
enrich and improve our environment greatly,” commented Gary
Monaghan, former President of MDU Communications Inc. and the
current Vice President of Business Development for INFINIUM.
Monaghan continued: “Additionally, when considering INFINIUM’s
impact on Multiple Dwelling Units (MDUs), whether as a form of
power augmentation, back up, load balancing or peak power pricing
opportunities for building owners, our technology is uniquely
suited to enhance both residential and commercial MDU value.”
Roger Gordon, Inventor and Patent Holder stated: “The fuel is
generated from air and water (nitrogen and
hydrogen) at any location where fuel is needed and in any
quantity required. Being a clean and renewable energy source,
it emits no carbon air pollution, only nitrogen and pure water, at
a much lower cost than gasoline and diesel. NH3 fuel can help
fast-track our target markets’ achievement of a greener, healthier,
more prosperous environment. INFINIUM hopes to utilize our patented
technology to generate NH3 fuel and to supply true zero-emission
electricity to distant communities, and residential and commercial
multi-unit developments.”
Certifications
Independent third-party certification and cost analysis is
underway with Ontario Tech University (University of Ontario
Institute of Technology) in Oshawa, Ontario. Further certifications
are planned with Intertek Inc. and AVL List GmbH to ensure that the
performance characteristics of the technology are fully validated
and disclosed. Independent certification results will be made
available as they are received.
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 INFINIUM, the shareholders
of INFINIUM 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 48,300,000
common shares to the shareholders of INFINIUM. Following completion
of the acquisition, INFINIUM will continue as a wholly owned
subsidiary of EEStor.
INFINIUM is an arms-length privately held company, based in
Montreal, Canada, and controlled by a group of shareholders, led by
Jean-Louis Bertrand. INFINIUM does not yet generate revenue
from operations. Its current assets consist of intangible
intellectual property and scalable prototype systems, and it is not
expected that it will have any outstanding liabilities upon
completion of the acquisition.
The acquisition of INFINIUM 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 INFINIUM 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 INFINIUM.
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 INFINIUM. EEStor
anticipates that the reconstituted board will be presented to
shareholders for approval at its annual general and special meeting
which is anticipated to be held in the second quarter of
2020.
Working Capital Financing
Prior to completion of the acquisition of INFINIUM, EEStor
intends to pursue private placement financing to rapidly advance
third-party certification of technologies, investor and stakeholder
relations activities and for general working capital
purposes. The acquisition is not contingent on completion of
the financing, but EEStor does anticipate requiring additional
working capital prior to completion of the acquisition.
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 and sustainable energy solutions across a broad
spectrum of industries and applications.
About INFINIUM
Based in Montreal, Canada, INFINIUM is involved in research and
development and commercial activities related to NH3 fuel,
generated from a patented and scalable process. INFINIUM fuel is
generated from air and water (nitrogen and hydrogen) at any
location where fuel is needed in any quantity required. Being
a clean and renewable energy source, INFINIUM fuel does not emit
any carbon air pollution. Its only emissions are nitrogen (an
essential fertilizer) and pure drinking water with zero impact on
the environment.
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. Gary Monaghan VP Business DevelopmentInfinium Generation
Ltd. 250-575-5579 g.monaghan@infiniumgeneration.com
Mr. Ian Clifford Chief Executive Officer EEStor
Corporation416-535-8395 ext.3ian.clifford@eestorcorp.com
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