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ESI Environmental to roll back shares, change name

2020-07-22 11:31 ET - News Release

Mr. Saf Dhillon reports

E.S.I. TO COMPLETE PRIVATE PLACEMENT AND RESTRUCTING TRANSACTIONS

ESI Environmental Sensors Inc.'s board of directors has approved a consolidation of the company's common share capital on a one-for-seven basis and a change of name to ESV Resources Ltd. The company currently has 20,346,755 common shares outstanding and, following completion of the share consolidation, it is expected to have approximately 2,906,680 shares outstanding.

In connection with completion of the share consolidation, the company intends to offer up to 21,428,570 postshare-consolidation units by way of non-brokered private placement. The units will be offered at a price of seven cents per share for gross proceeds of up to $1.5-million. Each unit will consist of one postshare-consolidation common share and one-quarter of one transferable share purchase warrant. Each warrant will entitle the holder to acquire an additional postshare-consolidation common share at a price of 10 cents for a period of 12 months.

The company intends to use the net proceeds of the private placement to pay down existing trade payables, to cover the costs associated with the share consolidation and name change, to satisfy continuous disclosure and regulatory obligations, and to evaluate potential strategic acquisition opportunities. In connection with completion of the private placement, the company may pay finders' fees to eligible parties who have assisted in introducing subscribers to the company.

In addition to the private placement, the company also intends to settle outstanding indebtedness of up to $300,000, owing to certain arm's-length creditors, through the issuance of up to 4,285,714 postshare-consolidation common shares at a price of seven cents per share.

All securities to be issued in connection with the private placement and the debt settlement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange. Completion of the share consolidation, the name change, the private placement and the debt settlement remains subject to the approval of the TSX-V. Completion of the share consolidation is also subject to the company meeting certain public distribution requirements prescribed by the TSX-V.

We seek Safe Harbor.

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