EEStor Corporation enters into Letter of Intent to Acquire Green NH3
Sustainable fuel generated from air and water at any location where it is needed, will provide a clean and renewable energy source across a vast array of applications.
Toronto, Ontario, Canada – August XX, 2020 – EEStor Corporation (TSX.V: ESU) (“EEStor”), is pleased to announce it has entered into a letter of intent, dated August XX, 2020, pursuant to which it proposes to acquire all of the outstanding share capital of Green NH3 Inc. (“GREEN NH3”). Based in Georgetown, Ontario, Canada, GREEN NH3 is a private company involved in research, development and commercialization of zero-emission NH3 fuel, generated from its patented and scalable process.
Roger Gordon, Founder and CEO of GREEN NH3 and its patent holder stated: “The team at GREEN NH3 is deeply excited by this transaction and the variety of opportunities that the combined enterprise addresses. We are pleased to be associated with Ian Clifford and his team, who have extensive development and production experience and a long history in the public markets. Our systems will provide for immediate replacement technology of greenhouse gas-emitting fossil fuel- based generation and back-up systems and are designed to integrate into sophisticated smart grids. The combined expertise of the two companies should provide for a multitude of opportunities.”
Gordon continued: “GREEN NH3 fuel and power generating technology has the potential to change the way the world consumes energy. Through the creation of a fuel that has the potential of a true zero-emission footprint and that can be utilized in virtually every aspect of our lives, we can reshape the way we consume energy for generations into the future. The ability to produce non carbon-based fuel and generate energy without any negative environmental footprint is what our world needs now and what GREEN NH3 technology can represent.”
Ian Clifford, Founder and CEO of EEStor added: “The acquisition of GREEN NH3 by EEStor represents a strategic and valuable integration for both companies. The mission, values and principles of Roger Gordon and EEStor are highly synergistic. The imperative for sustainable and globally scalable energy solutions has never been so evident. The credibility and viability the technology is unassailable. A fourth-generation production capable prototype is fully built and certified by the University of Technology in Oshawa, Canada, under the supervision of Dr. Dincer and his PhD team. GREEN NH3 technology is operational and ready for commercialization.”
Clifford continued: “The acquisition of GREEN NH3 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 water, air and renewable electricity sources, 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, not to mention the incredible environmental and socio-political burden of the fossil fuel industry.”
Roger Gordon added: “The fuel is generated from air and water (nitrogen and hydrogen) at any location where fuel is needed and the system is scaled to the quantity of fuel required. As a clean and renewable energy source, when consumed our fuel emits no carbon air pollution, only nitrogen and pure water, at a much lower production or environmental cost than gasoline and diesel fuels. GREEN NH3 hopes to utilize our patented technology to generate NH3 fuel and to supply true zero-emission fuel and electricity to diverse markets globally.”
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 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 GREEN NH3, the shareholders of GREEN NH3 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 approximately 48,300,000 common shares to the shareholders of GREEN NH3. Following completion of the acquisition, GREEN NH3 will continue as a wholly owned subsidiary of EEStor. Additional non-voting performance related shares will be available to GREEN NH3 shareholders once key performance and commercial milestones are met.
GREEN NH3 is a privately held company, based in Georgetown, Ontario, Canada. GREEN NH3 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 GREEN NH3 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 GREEN NH3 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 GREEN NH3.
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 GREEN NH3. EEStor anticipates that the reconstituted board and the performance based, non-voting share class will be presented to shareholders for approval at its annual general and special meeting which is anticipated to be held in the fourth quarter of 2020.
Working Capital Financing
Prior to completion of the acquisition of GREEN NH3, 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.
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 GREEN NH3
Based in Georgetown, Ontario, Canada, GREEN NH3 is involved in research and development and commercial activities related to NH3 fuel, generated from its patented and scalable process. GREEN NH3 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, GREEN NH3 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. Roger Gordon
Founder and Chief Executive Officer
GREEN NH3 Inc.
Mr. Ian Clifford
Founder and Chief Executive Officer