NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, May 21, 2019 (GLOBE NEWSWIRE) — EEStor Corporation (“EEStor” or the “Corporation”) (TSXV: ESU) announces that it intends to pursue a non-brokered private placement of units (“Units”) to raise gross proceeds of up to C$750,000 (the “Financing”). The Units will be offered at a price of C$0.05 per Unit. Each Unit is comprised of one common share of the Corporation (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle its holder to acquire one additional Common Share of the Corporation at a price per Common Share of C$0.10 for a period of 5 years following the closing of the Financing. All securities issued in the Financing will be subject to a 4-month hold period in Canada and such longer periods as may be required under other applicable securities laws. The Financing is subject to customary closing conditions, including approval of the TSX Venture Exchange (the “TSXV”).
Net proceeds from the private placement will be used to advance licensing efforts and for working capital and general corporate purposes.
Certain insiders and directors of the Corporation may acquire Units in the Financing. Any participation by insiders and directors in the Financing would constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Corporation expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Corporation’s market capitalization.
Commitments for approximately C$300,000 of the Financing have been received to date. The first tranche of the Financing is scheduled to close on or before May 28, 2019 and closing will be subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV and the applicable securities regulatory authorities. The Corporation intends to proceed with the closing of the balance of the Financing, up to an aggregate maximum of C$750,000, in subsequent tranches, which are scheduled to be completed on or before the end of June 2019.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
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.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the closing and expected timing of the Financing, the subscription and amounts to be subscribed for by the investors contemplated by the Financing, and generally, the above “About EEStor” paragraph which essentially describes the Corporation’s outlook, 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 and future events, could differ materially from those anticipated in such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management’s endeavours of licensing the Corporation’s technology and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the “Risk Factors” section of the Corporation’s public filing. 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.
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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Mr. Ian Clifford
Chief Executive Officer
416 535-8395 ext.3