EEStor Corporation enters into Letter of Intent to Acquire Infinium Generation Ltd.
TORONTO, Feb. 24, 2020 (GLOBE NEWSWIRE) — EEStor Corporation (TSX.V: ESU) (“EEStor”), is pleased to announce it has entered into a letter of intent, dated February 20, 2020, pursuant to which it proposes to acquire all of the outstanding share capital of Infinium Generation Ltd. (“INFINIUM”). Based in Montreal, Canada, INFINIUM is an arms-length private company involved in research and development and commercial activities related to zero-emission NH3 fuel, generated from a patented and scalable process.
Jean-Louis Bertrand, Co-Founder and CTO of INFINIUM stated: “The team at INFINIUM is excited by this transaction and the multitude of opportunities that the combined enterprise addresses – from the immediate replacement technology of greenhouse gas-emitting fossil fuel- based generation and back-up systems, to the most sophisticated smart grid integration. The combined expertise of the two companies should provide for a wide range of opportunities.”Bertrand continued: “INFINIUM Generation’s fuel and power generating technology has the potential to have a significant effect on our lives and shape the way we consume energy for generations into the future. The ability to produce fuel and generate energy without any carbon footprint is what our world needs now and what INFINIUM technology may represent.”Ian Clifford, Founder and CEO of EEStor added: “The acquisition of INFINIUM by EEStor represents a strategic and valuable integration for both companies. The mission and principles of INFINIUM and EEStor are synergistic. The imperative for sustainable and globally scalable energy solutions has never been so evident.”Clifford continued: “The acquisition of INFINIUM 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 sustainably generated purified water, in exactly the place that the energy needs to be consumed, we hope to reduce, and potentially eliminate, the need for profoundly inefficient distribution networks that exist today.”One significant and immediate use for INFINIUM Generation technologies relates to remote communities. “Distant communities that are not on the electric grid, that currently use diesel and other fossil fuel generation could greatly benefit from our technology. INFINIUM solutions, designed to power both residential and commercial multi-unit buildings worldwide, will create significant benefits by providing a zero-carbon footprint for these installations. INFINIUM technology has the potential to enrich and improve our environment greatly,” commented Gary Monaghan, former President of MDU Communications Inc. and the current Vice President of Business Development for INFINIUM.Monaghan continued: “Additionally, when considering INFINIUM’s impact on Multiple Dwelling Units (MDUs), whether as a form of power augmentation, back up, load balancing or peak power pricing opportunities for building owners, our technology is uniquely suited to enhance both residential and commercial MDU value.”Roger Gordon, Inventor and Patent Holder stated: “The fuel is generated from air and water (nitrogen and hydrogen) at any location where fuel is needed and in any quantity required. Being a clean and renewable energy source, it emits no carbon air pollution, only nitrogen and pure water, at a much lower cost than gasoline and diesel. NH3 fuel can help fast-track our target markets’ achievement of a greener, healthier, more prosperous environment. INFINIUM hopes to utilize our patented technology to generate NH3 fuel and to supply true zero-emission electricity to distant communities, and residential and commercial multi-unit developments.”CertificationsIndependent 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 with Intertek Inc. and AVL List GmbH 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 AcquisitionSubject to customary due diligence, negotiation of definitive documentation, board and regulatory approvals, in consideration for all of the outstanding share capital of INFINIUM, the shareholders of INFINIUM 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 48,300,000 common shares to the shareholders of INFINIUM. Following completion of the acquisition, INFINIUM will continue as a wholly owned subsidiary of EEStor.INFINIUM is an arms-length privately held company, based in Montreal, Canada, and controlled by a group of shareholders, led by Jean-Louis Bertrand. INFINIUM 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 INFINIUM 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 INFINIUM 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 INFINIUM.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 INFINIUM. EEStor anticipates that the reconstituted board will be presented to shareholders for approval at its annual general and special meeting which is anticipated to be held in the second quarter of 2020. Working Capital FinancingPrior to completion of the acquisition of INFINIUM, 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 EEStorEEStor 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 INFINIUMBased in Montreal, Canada, INFINIUM is involved in research and development and commercial activities related to NH3 fuel, generated from a patented and scalable process. INFINIUM 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, INFINIUM 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. Gary Monaghan
VP Business Development
Infinium Generation Ltd.
email@example.comMr. Ian Clifford
Chief Executive Officer