TORONTO, Dec. 24, 2019 (GLOBE NEWSWIRE) — 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.
