News Release
Ecolomondo's Shares-For-Debt Agreement Approved By TSXV
Ecolomondo Corporation
Montreal, QC – TheNewswire -- January 25, 2024 -- Ecolomondo Corporation (TSXV:ECM) (OTC:ECLMF) (the “ Company ” or “ Ecolomondo ”), a cleantech company that designs, builds, operates and commercializes Thermal Decomposition turnkey plants using its proprietary Thermal Decomposition Process (“ TDP ”) recycling technology, announces that market authorities, TSX Venture Exchange (the “ TSXV ”), has accepted for filing the Company's proposal to issue 25,917,430 common shares of the Company (the “ Common Shares ”), retroactively to January 2, 2024, to settle outstanding debt of $3,498,853. The Company announced on January 3 that, subject to prior TSXV approval, 3212521 Canada Inc., a company controlled by the Company’s controlling shareholder, President, CEO and Director Elio Sorella, has agreed to convert previous loans made to the Company, totalling $3,498,853 as at January 2, 2024, into voting Common Shares at the price of 13.50 cents, which is the closing price of 18 cents on January 2, 2024, discounted by 25%, in accordance with TSXV policies. The press release also informed that the controlling shareholder intended to advance a further amount of up to $1 million, with a term of one year having an interest rate of 8.5% per annum, to fund the Company well into the commercialization of the Hawkesbury facility. This transaction constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSXV. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR+ under Ecolomondo’s issuer profile at www.sedarplus.ca. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves the controlling shareholder, is not more than the 25% of the Company's market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves the controlling shareholder, is not more than the 25% of the Company's market capitalization. Immediately prior this transaction, Elio Sorella owned, directly and indirectly, 142,081,270 Common Shares of the Company, which represented 75.27% of the issued and outstanding Common Shares of the Issuer on a non-diluted basis. Elio Sorella also owns 1,377,429 stock options to acquire 1,377,429 Common Shares, which represented 75.45% on a partially diluted basis. Following this transaction, Elio Sorella owns, directly and indirectly 167,998,700 Common Shares of the Company, which represent 78.25% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 78.39% on a partially diluted basis. The Company is settling the incurred debt into Common Shares as it does not have cash on hand in order to satisfy the repayment of its debt. This transaction was approved by the disinterested directors of the Company. This additional financing aligned with the recent Restructured Loan with Export Development Canada, announced on January 2, attests the commitment of the key investors in the Company. These two key events were instrumental and should allow the Company to bring the Hawkesbury TDP facility to commercial operations. The Company believes that once fully ramped-up and fully commercialized, the Hawkesbury plant is expected to be the cornerstone of the Company’s global expansion. This news release is being issued pursuant to National Instrument 62-103, persons who wish to obtain a copy of the early warning report to be filed by Elio Sorella in connection with this transaction may obtain a copy of such report from www.sedarplus.ca or by contacting the persons named below. WEBINAR. The Company will have a webinar on February 8. Click Image To View Full Size You can register with the following link: https://globalonemedia.zoom.us/webinar/register/WN_26U3-TtdTlO36b2QKUVJGg#/registration About Ecolomondo Corporation Ecolomondo Corporation is a Canadian cleantech company that prides itself after its proprietary Thermal Decomposition technology TDP which is headquartered in Québec, Canada. It has a 25-year history and during this time has been focused on its development of its technology and the deployment of TDP turnkey facilities. TDP recovers high value re-usable commodities from scrap tire waste, notably rCB, oil, syngas, fiber and steel. Ecolomondo expects to be a leading player in the cleantech space and be an active contributor to the global circular economy. Ecolomondo trades in Canada on the TSX Venture Exchange under the symbol (TSXV:ECM) and in the United States under the symbol (OTCQB:ECLMF). To learn more, visit www.ecolomondo.com About the Hawkesbury Plant – A 2-Reactor TDP Facility The Hawkesbury facility building is 46,200 sq.ft and has an impressive indoor clearance of 28 feet. It is state-of-the-art and houses 4 main production departments, tire shredding, thermal decomposition, recycled carbon black refining and oil fractionation. Once fully operational, this facility is expected to process 1.3M of scrap tires per year and produce 8.7M lbs of recovered carbon black, 34,608 barrels of oil, 2.9M lbs of steel, and 2.6M lbs of process gas. About the Shamrock Project – A 6-Reactor TDP Facility Processing capabilities for the Shamrock facility is projected at 5.5M per year of end-of-life tires, yielding approximately 35.1M lbs of recovered carbon black, 128,100 barrels of oil, 11.9M lbs of steel, and 10.6M lbs of syngas; roughly three times the size of the Company’s Hawkesbury (Ontario) plant output. Facility construction is expected to begin by the third quarter of 202 4 with completion expected by the end of the fourth quarter of 2025. Projected cost to build is approximately US $93 million. Our Mission, Vision & Strategy Ecolomondo’s mission is to be a contributing participant in a dynamic Circular Economy and to increase shareholder value by producing and supplying large quantities of recovered resources to be re-used in the manufacture of new products. Ecolomondo’s vision is to be a leading producer and reseller of recovered resources by building and operating TDP facilities, strategically located in industrialized countries, close to feedstock, labor and offtake clients. Our strategy is to become a major global builder and operator of TDP turnkey facilities, for now specializing in the processing of ELTs. Our intent is to expand aggressively in North America and Europe. Our experience and modular technology should help us get there faster and better. We plan to keep performing ongoing research and development to ensure that Ecolomondo remains technologically advanced. ISCC Certification A confirmation of the Company’s successful process lies in the recent International Sustainability and Carbon Certification (“ISCC”) for its Hawkesbury TDP facility, another step forward that should help improve demand for TDP. ISCC is a Global Sustainability Certification System and offers chain-of-custody certification systems to ensure traceability and feedstock identity, which can add commercial value to the Company’s end-products as they remain traceable in the supply chain. ISO Certification The Company has obtained ISO 9001:2015, ISO 14001:2015 & ISO 45001:2018 certification of its Integrated Management System (IMS), which acknowledges Ecolomondo’s commitment for quality, environmental impact and health and safety at work. Environmental, Social & Governance (ESG) On the social aspect the Company plans to measure global health and safety, injury rate and gender diversity, and finally in the corporate governance aspect, the Company is measuring ethics and anticorruption, ESG reporting and board independence. About TDP The TDP process is technically proven and more advanced than most other pyrolysis technologies. Over the years, our Technological teams were able to overcome all uncertainties that plagued most competitors especially in the s e areas: pre-filtration, reactor cooling, reactor rotation, water recycling, processing of rCB, (hydrocarbon removal), mass monitoring, heat curve development, humidity and water removal, safety testing, system automation, emissions control and monitoring. TDP is Environmentally Friendly – CO 2 Reduction By producing rCB, TDP reduces GHG emissions by 90% versus the production o f virgin carbon black. The production of rCB at the Hawkesbury and Shamrock facilities are expected to reduce CO2 emissions by 22,400 and 67,200 tons per year, respectively. Please follow Ecolomondo on Twitter, Facebook, LinkedIn, Instagram and YouTube. Twitter: https://twitter.com/EcolomondoECM Facebook: https://www.facebook.com/EcolomondoECM LinkedIn: https://www.linkedin.com/company/ecolomondo/ Instagram: https://www.instagram.com/ecolomondoecm/ YouTube: https://www.youtube.com/@Ecolomondo Ecolomondo Corporation Contact Eliot Sorella Chairman and Chief Executive Officer, Ecolomondo Tel: (450) 587-5999 esorella@ecolomondocorp.com www.ecolomondo.com Cautionary Note Regarding Forward Looking Statements The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although Ecolomondo believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Ecolomondo disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. 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.
January 25, 2024 06:06 PM Eastern Standard Time
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