TORONTO, Dec. 11, 2019 (GLOBE NEWSWIRE) — EEStor Corporation (TSX.V: “ESU-V”) (“EEStor” or the “Corporation”), is pleased to announce it has reached an agreement with Robert Tocchio, a director of the Corporation, to restructure an outstanding bridge loan (the “Bridge Loan”) previously provided by Mr. Tocchio. Including accrued but unpaid interest, $316,500 is currently owing by the Corporation under the Bridge Loan. The Bridge Loan was schedule 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.
In full and final settlement of the Bridge Loan, Mr. Tocchio has agreed to accept an unsecured convertible debenture (the “Debenture”) in the principal amount of $316,500, and 6,330,000 detachable common share purchase warrants (the “Detachable Warrants”). The Debenture will bear interest at a rate of six percent per annum, payable annually, and will have a term of sixty months. At the option of Mr. 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. The Detachable Warrants will be exercisable at a price of $0.05 per share for a period of sixty months.
Following issuance of the Debenture, and the Detachable Warrants, Mr. 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, and the Detachable Warrants, 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. Completion of the issuance of the Debenture, and the Detachable Warrants, and the restructuring of the Bridge Loan, remains subject to approval of the TSX Venture Exchange and cannot be completed until such approval has been obtained.
As Mr. Tocchio is a director of the Corporation, the issuance of the Debenture, and the Detachable Warrants, 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 Detachable Warrants, does not exceed twenty-five percent of the market capitalization of the Corporation.
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.
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