/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
VANCOUVER, BC, Dec. 7, 2023
/CNW/ - ECC Ventures 6 Corp. (the "Company" or
"ECC6") (TSXV: ECCS.P) is pleased to announce that further
to its news release dated July 20,
2023, it has entered into a definitive amalgamation
agreement (the "Amalgamation Agreement") dated effective
November 30, 2023, pursuant to which
it will acquire (the "Acquisition"), through its newly
formed subsidiary, 1428703 B.C. Ltd.
("Acquireco"), all of the issued and outstanding share
capital of LCM Energy Solution Inc. ("LCMBC"). The
Acquisition will constitute a reverse take-over and the Company's
qualifying transaction under the policies of the TSX Venture
Exchange (the "Exchange"). Upon closing of the
Acquisition, ECC6 will change its name to "LCM Energy Solution
Inc." and is expected to become a technology issuer.
The Acquisition
The Acquisition will be completed by way of an amalgamation
pursuant to which, inter alia, (i) ECC6 will complete a
share consolidation on the basis of 1.1834409 pre-consolidation
common shares for one (1) post-consolidation common share (the
"Consolidation"), (ii) all 565,000 ECC6 stock options
currently issued and outstanding will be cancelled, and (iii) the
shareholders of LCMBC will be issued an aggregate of 73,400,000
Resulting Issuer Shares (as defined below) at a deemed price of
$1.00 per Resulting Issuer Share in
exchange for their common shares of LCMBC. It is anticipated
that certain of the Resulting Issuer Shares issued as consideration
for the Acquisition will be subject to escrow and resale
restrictions pursuant to the policies of the Exchange.
Upon closing of the Acquisition, current securityholders of ECC6
are expected to own: (i) 4,774,214 Resulting Issuer Shares,
1,689,987 of such Resulting Issuer Shares which are expected to be
subject to escrow provisions pursuant to the policies of the
Exchange; and (ii) 168,999 agent's options, each exercisable at
$0.12 per Resulting Issuer Share
until December 17, 2026.
The Company will also issue 2,205,000 Resulting Issuer Shares to
an arm's length party, Golden Gate Capital Inc., as a finder's fee
in connection with the Acquisition, at a deemed price of
$1.00 per Resulting Issuer
Share. Payment of the finder's fee remains subject to
Exchange acceptance.
About LCM Energy Solution
LCMBC is a private holding company incorporated on October 13, 2022, pursuant to the laws of
British Columbia. LCMBC's
principal asset is its wholly owned subsidiary, LCM Energy Solution
(Korea) Inc., a private company incorporated on March 9, 2021, pursuant to the laws of
South Korea ("LCM Korea").
Pursuant to a share exchange agreement, on March 15, 2023 LCMBC and LCM Korea completed a
business combination. As of December 31,
2022 (audited), LCM Korea had assets of $9,066,677, current and long-term liabilities of
$7,744,556, and a working capital
deficit of $1,092,179, and for the
year ended December 31, 2022
(audited) had $nil sales, and incurred a net and comprehensive loss
of $4,193,465, including research and
development costs of $754,876.
As of December 31, 2022 (audited),
LCMBC had assets of $3,000,
liabilities of $15,000, a working
capital deficit of $10,000, and for
the period from incorporation on October 13,
2022 to December 31, 2022
(audited) had $nil sales, and incurred a net and comprehensive loss
of $15,000. As of September 30, 2023 (unaudited), on a consolidated
basis, LCMBC had assets of $9,237,519, current and long-term liabilities of
$9,320,685, and a working capital
deficit of $6,163,596, and for the
nine months ended September 30, 2023
(unaudited) had sales of $45,928, and
incurred a net and comprehensive loss of $2,305,047, including research and development
costs of $642,952. LCM Korea's
principal activities focus on two green energy technologies:
- LCM Korea has developed customized lithium battery solutions
for various industries such as E-mobility, Energy Storage Systems,
and special market sectors, such as the military & defense
market. Together with its hardware technology for cell &
battery pack design, manufacturing and assembly, LCM Korea is also
developing a software platform for integrated management for
optimal operation of secondary battery equipped vehicles, vessels,
drones, machines and other devices; and
- LCM Korea, based on its own patented technologies, has
developed and is manufacturing and marketing bidirectional vertical
small wind power generation systems. These hybrid power
generation systems combine small wind turbines with a solar power
module and LCM Korea's proprietary slip-ring, a core component for
wind power systems that replaces traditional mercury-type slip
rings that cause environmental pollution.
For more information regarding LCMBC and LCM Korea, please visit
their website at LCM Energy Solution.
Financing
As a condition to completing the Acquisition, the parties intend
to complete a non-brokered private placement financing (the "QT
Financing") of subscription receipts of Acquireco (the
"Subscription Receipts"), to raise minimum gross proceeds of
$10,000,000, through the issuance of
a minimum of 10,000,000 Subscription Receipts at a price of
$1.00 per Subscription Receipt.
The proceeds of the QT Financing will be held in escrow, pending
the Company receiving all applicable regulatory approvals, and
completing all matters and conditions relating to the Acquisition,
including the Consolidation. Immediately prior to the
completion of the Acquisition, on satisfaction of the escrow
conditions, each Subscription Receipt will automatically be
exchanged for, without payment of any further consideration and
with no further action on the part of the holder thereof, one (1)
common share of Acquireco (each, a "Acquireco Share"), and
immediately thereafter, each Acquireco Share issuable upon
conversion of the Subscription Receipts will be exchanged for one
common share (each, a "Resulting Issuer Share") of the
issuer resulting from the Acquisition (the "Resulting
Issuer") in connection with the Acquisition. In the event
that the Acquisition is not completed, each Subscription Receipt
will be cancelled, and the subscription funds will be returned to
the subscribers. The Company may pay a commission in connection
with the QT Financing, in accordance with the policies of the
Exchange. Once released from escrow, the Resulting Issuer
will use the proceeds of the QT Financing for commercialization of
its products, and for general working capital purposes.
All securities issued by the Resulting Issuer in connection with
the QT Financing will be free trading upon completion of the
Acquisition.
Resulting Issuer Board and Management
Upon completion of the Acquisition, the Resulting Issuer's board
of directors and management team will be reconstituted to include
the following directors and management:
Ryan Kim, proposed CEO
and Director of the Resulting Issuer and current CEO and Director
of LCMBC
Mr. Kim has over 10 years of experience working in the corporate
development sector with a variety of public and private companies
in Canada. In addition, Mr. Kim
worked as a regional district manager at a South Korean public
company, giving him exposure to public company processes both
nationally and internationally. Mr. Kim has developed his career
serving as a corporate development and securities compliance
officer, as well as an independent director in the Canadian public
corporation sector. Mr. Kim has exposure to a variety of
industries, including construction, real estate development and
renewable energy industries. Mr. Kim currently holds the position
of Vice-President of Blueapple Asset Management Ltd. based in
Vancouver, British Columbia.
Seul Chan Lee, proposed
Chairman and Director of the Resulting Issuer and current
Chairman and Director of LCMBC and CEO and President of LCM
Korea
Mr. Seul Chan Lee, an innovative
and performance-driven entrepreneur with a deep passion for
technology and business, is currently the Chairman and a director
of LCMBC and the President and CEO of LCM Korea, and has experience
in managing all aspects of business development. He possesses
excellent leadership skills and has extensive experience driving
revenue growth and scaling organizations from nation-wide to
overseas. His entrepreneurial background and ability to
commercialize nascent technologies have enabled him to drive
innovation to market throughout his career.
Mr. Lee is a graduate of Woongji Accounting & Tax College,
majoring in tax administration and holds a Master of Business
Administration from Graduate School of Business, Hyung Hee
University.
Xiao Nan (Nancy) Zhao,
proposed CFO and Corporate Secretary of the Resulting
Issuer
Ms. Zhao has over 9 years of experience working with public
companies, having served as the CFO for several publicly traded
entities, contributing her financial acumen to organizations such
as First Hydrogen Corp (TSXV-FHYD), and Neo Battery Materials Ltd
(TSXV-NBM). Ms. Zhao is currently a board member of First Hydrogen
Corp.
Holding the designation of CPA, Ms. Zhao boasts a comprehensive
educational background, including a diploma in Financial Management
from British Columbia Institute of Technology, and a bachelor's
degree in chemical engineering from Tianjin University of Technology, adding a
unique dimension to her financial acumen. Ms. Zhao's professional
journey encompasses diverse roles, including years of valuable
experience as a procurement agent for Sinopec in China. This multifaceted background equips her
with a unique perspective, blending financial proficiency with a
comprehensive understanding of global business operations.
Doug McFaul,
proposed Director of the Resulting Issuer
Mr. McFaul brings over 26 years of experience in the financial
services and capital markets industries and since 2014 has served
as the VP Business Development of Emprise Capital Corp., a private
merchant bank. Mr. McFaul has experience with the operations of
public companies, as well as an in-depth understanding of the
regulatory requirements, completion of necessary financial
statements, raising capital, and shareholder relations. Mr. McFaul
has held numerous board and management positions providing
direction and leadership toward the achievement of an
organization's philosophy, mission, strategy, and its annual goals
and objectives. Mr. McFaul holds a Bachelor of Business
Administration specialized in Finance from the University of Alaska Fairbanks and has completed
the Canadian Securities Course.
Gary Anderson, proposed
Director of the Resulting Issuer
Mr. Anderson was an Investment Adviser (Canadian and US
licensed) with a leading Canadian brokerage firm between 1987 -
2004 and participated in financing various companies in the mining,
oil and gas, geothermal and tech. industries. After leaving the
brokerage industry in 2004 Mr. Anderson joined a Canadian based
Geothermal company as a Business Development Manager, assisting in
raising over $20 million for that
company and forming a new Canadian exploration company with
interests in British Columbia,
Canada and Peru. In 2010 he
and his associates acquired and vended a number of Peruvian mining
assets to an Australian public company and later to a Canadian
mining company where Mr. Anderson became a Director and General
Manager of the Peruvian subsidiaries. Since 2019 he has been
largely a private investor associated with both private and public
companies.
Sung Tae Ko, current
CTO of LCM Korea
As Chief Technology Officer, Mr. Sung
Tae Ko leads LCM Korea's research and development, product
and engineering departments and is responsible for the strategy and
delivery of LCM Korea's product roadmap. Mr. Sung Tae Ko has over 26 years of experience in
the secondary battery industry and is an inventor of 31 battery
related patents. Mr. Sung Tae Ko
holds a Ph.D. in Electric Power Electronics from the Sungkyunkwan
University, Korea.
Chang Woo Son, current
CMO of LCM Korea
As Chief Marketing Officer, Mr. Chang
Woo Son is responsible for leading LCM Korea's domestic and
global marketing strategy and execution. Mr. Son is a multiple-time
CEO & CMO in the renewable energy and lithium-ion battery
industries.
Leveraging a 30-year track record of expertise in technology and
technology-based products and services marketing, Mr. Son is a
seasoned CMO who has a proven reputation well known for helping
companies introduce radically different go-to-market approaches,
hone their strategic positioning and disrupt existing markets. He
is an expert commissioner of Secondary Battery 3.0 Link Business
Division/ICC and Professional Commissioner of Energy Valley Forum
in Korea. Mr. Son is also the CEO of 2B4G Co. Ltd. and Rebecca Co.,
Ltd. and a graduate of the Graduate College of Education, Seoul
National University.
A copy of the Amalgamation Agreement will be filed and will be
accessible under ECC6's profile on SEDAR+ (www.sedarplus.ca), and
in connection with the Acquisition and pursuant to the requirements
of the Exchange, ECC6 will also file on SEDAR+ a filing statement
which will contain details regarding the Acquisition, ECC6, LCMBC,
LCM Korea and the Resulting Issuer.
The Acquisition is not a Non-Arm's Length Qualifying Transaction
under the policies of the Exchange and therefore is not expected to
require approval of ECC6's shareholders. Sponsorship of a
qualifying transaction of a capital pool company is required by the
Exchange unless an exemption from sponsorship requirement is
available. ECC6 intends to apply for a waiver from
sponsorship requirements. However, there is no assurance that
ECC6 will obtain this waiver.
Completion of the Acquisition is subject to a number of
conditions, including approval of the Exchange, completion of the
QT Financing and the satisfaction of other customary closing
conditions. Trading of ECC6's common shares will remain halted
pending further filings with the Exchange.
On Behalf of the Board of Directors of ECC
Ventures 6 Corp.
Peter Dickie
Director
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.
Completion of the Acquisition is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the Acquisition
cannot close until the required approvals are obtained. There can
be no assurance that the Acquisition will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Acquisition,
any information released or received with respect to the
Acquisition may not be accurate or complete and should not be
relied upon. Trading in the securities of ECC6, a capital pool
company, should be considered highly speculative.
The Exchange has in no way passed upon the merits of the
proposed Acquisition and has neither approved nor disapproved the
contents of this news release.
Forward-Looking Statements
Statements included in this news release, including
statements concerning our and LCMBC's plans, intentions, and
expectations, which are not historical in nature are intended to
be, and are hereby identified as, "forward‐looking statements".
Forward-looking statements include, among other matters, the terms
and timing of the Acquisition and the QT Financing, the growth
plans of LCMBC and statements concerning the Resulting Issuer,
including the composition of the Resulting Issuer's board of
directors and management team. Forward‐looking statements may be,
but are not always, identified by words including "anticipates",
"believes", "intends", "estimates", "expects" and similar
expressions. The Company cautions readers that forward‐looking
statements, including without limitation those relating to the
Company's and LCMBC's future operations and business prospects, are
subject to certain risks and uncertainties (including, without
limitation, risks that the Acquisition does not proceed, or
proceed on the expected terms, geopolitical risk, regulatory and
exchange rate risk) that could cause actual results to differ
materially from those indicated in the forward‐looking statements.
There can be no assurance that any forward-looking statement will
prove to be accurate or that management's assumptions underlying
such statements, including assumptions concerning the Acquisition
or future developments, circumstances or results will materialize.
The forward-looking statements included in this news release are
made as of the date of this new release and the Company does not
undertake to update or revise any forward-looking information
included herein, except in accordance with applicable securities
laws.
SOURCE ECC Ventures 6 Corp.
