15:31:15 EDT Mon 29 Apr 2024
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Ecolomondo to settle $3.49-million in loans with shares

2024-01-03 11:40 ET - News Release

Mr. J.F. Labbe reports

ECOLOMONDO ANNOUNCES SHARES FOR DEBT TRANSACTION AND ADDITIONAL FUNDING FROM CONTROLLING SHAREHOLDER

Ecolomondo Corp. has secured additional financing of $1-million from 3212521 Canada Inc., a company controlled by the company's controlling shareholder.

The company further announces that, subject to prior TSX Venture Exchange approval, that 3212521 Canada Inc., a company controlled by the company's controlling shareholder, Elio Sorella, has committed to convert previous loans made to the company, totalling $3,498,853 as at Jan. 2, 2024, into voting common shares at the discounted price of 13.50 cents, which is the closing price of 18 cents on Jan. 2, 2024, discounted by 25 per cent, in accordance with TSX Venture Exchange policies. In addition, the controlling shareholder intends to advance a further $1-million, with a term of one year having an interest rate of 8.5 per cent per annum, to fund the company well into the commercialization of the Hawkesbury facility.

The controlling shareholder of the lender and of the borrower is Mr. Sorella, the company's president, chief executive officer and director, a non-arm's-length party. As such, this transaction constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and Policy 5.9 (Protection of Minority Security Holders in Special Transactions) of the TSX Venture Exchange. 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 on SEDAR+. The company did not file the material change report more than 21 days before the expected closing date of the shares for debt agreement as the details of the agreement were not settled until shortly prior to the conclusion of the agreement, and the company wished to sign the agreement on an expedited basis for sound business reasons. 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 per cent 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 per cent of the company's market capitalization.

"Converting loans of $3,498,853 to capital and extending a further $1-million in funding for 2024 clearly demonstrates the unwavering commitment of our controlling shareholder", said J.F. Labbe, chief operating officer of Ecolomondo.

About Ecolomondo Corp.

Ecolomondo is a Canadian clean technology company that prides itself after its proprietary Thermal Decomposition technology TDP which is headquartered in Quebec, 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 reusable commodities from scrap tire waste, notably rCB, oil, syngas, fibre and steel.

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