EEStor Corporation (TSX.V: ESU) (“
EEStor”), is
pleased to announce it has entered into a letter of intent, dated
August 6, 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 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 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
represents.”
Ian Clifford, Founder and CEO of EEStor added: “The acquisition
of GREEN NH3 represents a strategic and valuable integration for
both companies. The mission, values and principles of Roger Gordon
and EEStor are highly aligned. The imperative for sustainable and
globally scalable energy solutions has never been so evident. The
credibility and viability of the technology is unassailable. A
third-generation production capable prototype is fully built and
certified by the Ontario Tech University (University of Ontario
Institute of Technology) in Oshawa, Canada, under the supervision
of Dr. Dincer and his team.”
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 the 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, our fuel
emits no carbon air pollution when consumed, 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.”
Certifications
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.
About EEStor
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 commercialization 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 OfficerGREEN NH3
Inc. www.greennh3.compure@bell.net
Mr. Ian Clifford Founder and Chief Executive Officer EEStor
Corporationian.clifford@eestorcorp.com
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