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ESI Environmental completes share rollback, name change

2020-08-27 11:31 ET - News Release

Mr. Frederic Leigh reports

ESV RESOURCES COMPLETES PRIVATE PLACEMENT AND RESTRUCTING TRANSACTIONS AND RECONSTITUTES BOARD OF DIRECTORS AND MANAGEMENT

ESI Environmental Sensors Inc. has completed a consolidation of the company's common share capital on a one-for-seven basis and has changed its name to ESV Resources Ltd. Following completion of the consolidation, the company has issued 21,428,571 postconsolidation units by way of non-brokered private placement. The units were offered at a price of seven cents per unit for gross proceeds of $1.5-million. Each unit consists of one postconsolidation common share and one-quarter of one transferable share purchase warrant. Each warrant entitles the holder to acquire an additional postconsolidation common share at a price of 10 cents until Aug. 27, 2021.

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 consolidation and name change, to satisfy continuous disclosure and regulatory obligations, and to evaluate potential strategic acquisition opportunities. No finders' fees or commissions were paid in connection with completion of the private placement.

In addition to the private placement, the company has also settled outstanding indebtedness of $300,000, owing to certain arm's-length creditors, through the issuance of 4,285,714 postconsolidation common shares at a price of seven cents per share. All securities issued in connection with the private placement and the debt settlement are 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, expiring on Dec. 28, 2020. Approximately 25 million of these shares are also subject to a voluntary pooling arrangement from which one-quarter of the shares are released on the fourth, seventh, 10th and 13th months following closing.

Following completion of the consolidation, the private placement and the debt settlement, the company has approximately 28,620,964 common shares outstanding. The company has applied for trading to resume in its common shares on the NEX board of the TSX-V and expects that trading will commence on a postconsolidation basis at the open of markets on or about Aug. 31, 2020, under the existing ticker symbol ESV.H.

The company has reconstituted its board of directors to consist of Frederic Leigh, Thomas O'Neill and Bernadette D'Silva. Mr. Leigh has been appointed as chief executive officer of the company, and Michelle Borthwick has been appointed as chief financial officer and corporate secretary. Satvir Dhillon, Allan Glowach and Michael Danielsson have resigned from their roles with the company.

The company has also retained Fiore Management & Advisory Corp. to provide financial, regulatory and corporate administration services.

In connection with the reconstitution of the board of directors and management, the company has granted 1.9 million incentive stock options to the incoming directors and officers and as well certain consultants and charitable organizations. The options are fully vested and are exercisable at a price of 10 cents until Aug. 27, 2030.

We seek Safe Harbor.

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