March 12, 2019
Toronto, Ontario, Canada
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
EESTOR ANNOUNCES PROPOSED PRIVATE PLACEMENT AND STRATEGIC REVIEW
Toronto, ON – March 12, 2019 — EEStor Corp. (TSXV:ESU) (“EEStor” or the “Company”), developers of high energy density, solid-state capacitors, announced today that its Board of Directors (“Board”) has determined it is timely, prudent and in the best interests of the Company and its stakeholders to commence a formal process to explore strategic alternatives. Such strategic alternatives may include, but are not limited to, a corporate sale, merger or other business combination, a sale of all or a portion of EEStor’s assets, or a license, joint venture, strategic investment or other significant transaction. EEStor intends in parallel to continue to advance its current discussions with potential industrial joint venture partners. EEStor confirms there are no material facts or material changes related to the Company which have not been generally disclosed.
To further these corporate objectives, EEStor intends to complete a non-brokered private placement to raise gross proceeds of up to C$1,000,000 (the “Financing”). The Company is also finalizing additional unsecured debt financing of approximately $75,000 to continue funding its immediate initiatives.
“The strategic review process and the ongoing business development activities being pursued are to enable the Company to maximize shareholder value”, said Ian Clifford, EEStor’s CEO. “We will further strengthen our financial position through the closing of the announced private placement to support the execution of these initiatives”.
The Financing will consist of units (“Units”) with each Unit being offered at a price of $0.08 per Unit and each Unit will consist of one common share of the Company and one common share purchase warrant (“Warrant”). Each Warrant will entitle the holder to acquire one additional common share of the Company at a price of $0.16 for a period of 60 months following the closing of the Financing.
The Financing is expected to close on or about April 5, 2019, and is subject to the approval of the TSX Venture Exchange. All securities issued in the Financing will be subject to a four-month statutory hold period under applicable Canadian securities laws. EEStor may pay applicable finder’s fees, subject to the approval of the TSX Venture Exchange. Net proceeds from the Financing will be used to accelerate the Company’s business development efforts and to explore strategic alternatives for the Company.
The Company has not set a timetable for the strategic review process and cautions that there can be no assurance that a transaction will be entered into or consummated or, if a transaction is undertaken, as to its terms, structure or timing. The review process has not been initiated as a result of receiving any transaction proposal. The Company intends to continue to operate in a manner that will preserve the value of its assets, manage financial capacity and maintain cost discipline while sustaining the Company’s efforts to both pursue current joint venture discussions and also evaluate and pursue strategic alternatives.
EEStor is currently actively involved in discussions for raising equity, equity-linked, and debt financing and continues to be in dialogue with potential industrial joint venture partners. Although the Company believes that it will be able to obtain the necessary funding as in the past, there can be no assurance of the success of these plans nor any assurance of successful completion of discussions with potential industrial joint venture partners.
The Company does not expect to make further public comment regarding the strategic review, unless and until the Board has approved a specific transaction or otherwise concludes its strategic review.
About EEStor Corporation
EEStor is a developer of high energy density solid-state capacitor technology utilizing the Company’s patented Composition Modified Barium Titanate (CMBT) material. The Company is focused on licensing opportunities for its technology across a broad spectrum of industries and applications.
The Company’s success depends on the commercialization of its technology. There is no assurance that EEStor will be successful in the licensing of the technology. Readers are directed to the “Risk Factors” disclosed in the Company’s public filings.
Certain statements and documents referred to in this release, other than statements of historical fact, may include forward-looking information that involves various risks and uncertainties that face the Company; such statements may contain such words as “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, and may be based on management’s current assumptions and expectations related to all aspects of the automotive industry, consumer demand for zero emission transportation solutions and the global economy. Risks and uncertainties that may face the Company include, but are not restricted to: EEStor may not be able to replicate test results in mass produced commercial products; the EEStor capacitor and energy storage technology may not be successfully commercialized at all, in a manner providing the features and benefits expected while under development, or on a timely basis or the Company may not be able to successfully incorporate this technology into its current or proposed products or the products of others; steps taken by the Company to protect its proprietary rights may not be adequate or third parties may infringe or misappropriate the Company’s proprietary rights; the Company has a history of losses from operations and may not be able to obtain financing, if and when required or on acceptable terms due to market conditions or other factors, to fund future expenditures for general administrative activities, including sales and marketing and research and development, expansion, strategic acquisitions or investment opportunities or to respond to competitive pressures; competitors may develop products which offer greater benefits to consumers, have greater market appeal or are more competitively priced than those offered by the Company; the Company may be exposed to product liability claims which exceed insurance policy limits; the Company is dependent on the ability and experience of a relatively small number of key personnel; new products introduced by the Company may not be accepted in the market or to the extent projected; new laws and regulations may be enacted or existing ones may be applied or governmental action may be taken in a manner which could limit or curtail the production or sale of the Company’s products; and the Company may be negatively affected by reduced consumer spending due to the uncertainty of economic and geopolitical conditions.
These risks and uncertainties may cause actual results to differ from information contained in this release, when estimates and assumptions have been used to measure and report results. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements.
These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Except as required by applicable laws, the Company assumes no obligation to update forward-looking statements should circumstances or management’s estimates or opinions change. Readers are cautioned not to place undue reliance on any statements of forward looking information that speak only as of the date of this release. Additional information identifying risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in the Company’s filings with the various Canadian securities regulators which are available online at www.sedar.com.
For additional information please contact:
Chief Executive Officer
Tel. 416-535-8395 ext. 3
Neither 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.