Battery Road announces results of shareholders’ meeting, name change to “E-Tech Resources Inc.”, stock split, closing date of qualifying transaction

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Halifax, Nova Scotia – (Newsfile Corp. – October 14, 2021) – Battery Road Capital Corp. (TSXV: BTRY.P) (“Battery route“or the”company“), a capital pool company in accordance with policy 2.4 of the TSX Venture Exchange (the”TSXV“), provides this update relating to the Company’s Qualifying Transaction (as such term is defined in TSX Venture Exchange Policy 2.4) with E-Tech Kalapuse Mining (Pty) Ltd. (“E-Tech Namibia“).

SHAREHOLDER APPROVAL GRANTED

The Company announces that it received the approval of the shareholders of the Company at a shareholders’ meeting held on October 14, 2021 to, among other things, proceed with its envisaged stock split, change the name of the Company and carry out its proposed qualifying transaction with E-Tech Namibia.

NAME CHANGE

Effective October 14, 2021, the Company will be renamed “E-Tech Resources Inc.” (the “Name change“).

STOCK SPLITTING

The Company has received approval to divide its ordinary shares on the basis of two (2) new ordinary shares for each (1) of the old ordinary shares (the “To divide“). The registration date of the split is October 14, 2021. The effective date of the split is October 15, 2021, with the date of dispatch of the new share certificates being October 18, 2021.

The Company currently has 12,985,750 common shares issued and outstanding, which will increase to 25,971,500 common shares upon completion of the split. The Company expects to have, upon completion of the Qualifying Transaction, a total of 82,971,530 Common Shares outstanding.

The company will proceed with the split on a “push” basis with no further effort required on the part of the shareholders to convert their shares. A new CUSIP number will be issued for the post-split shares, which the Company will issue under the new corporate name of “E-Tech Resources Inc.”.

The stock split is undertaken as a part of the corporation’s qualifying transaction. The closing of the qualifying transaction is scheduled for October 15, 2021.

CLOSURE OF THE QUALIFIED TRANSACTION

The Company has received shareholder approval to complete the acquisition of all outstanding E-Tech Namibia common shares, as provided for in the share exchange agreement dated October 10, 2020, as amended. (the ” “Final agreement“).

To give effect to the Definitive Agreement and complete the Qualifying Transaction, the parties will take several steps which will result in the following:

(a) Battery Road will effect the name change;

(b) the split will take place, resulting in 25,971,500 post-split common shares of E-Tech Resources Inc. (“Post-split actions“) issued and outstanding to the current shareholders of Battery Road;

(c) the convertible debentures issued by E-Tech Namibia, together with interest thereon, will be converted into ordinary shares of E-Tech Namibia, which will then be exchanged for 14,777,790 post-split shares under the terms of the agreement. definitive;

(d) Battery Road will complete the share exchange with E-Tech Namibia shareholders contemplated in the final agreement by issuing post-split shares to E-Tech Namibia shareholders (excluding holders of shares). ‘converted bonds mentioned above) in exchange for all outstanding E’s. – Ordinary shares of Tech Namibia, resulting in the issuance of 22,222,240 post-split shares in full consideration;

(e) Battery Road will issue and pay any charges due to Numus Capital Corp. for its role as agent in the simultaneous private placement, including the issuance of warrants authorizing Numus to purchase 1,400,000 post-split shares;

(f) Daniel Whittaker, Chris Drysdale, John Philpott, Ken Marshall and Edward Loye will be appointed directors of the Company;

(g) The 20,000,000 subscription receipts issued by Battery Road in connection with its concurrent private placement will be converted into a total of 20,000,000 post-split shares;

(h) the proceeds of the Concurrent Private Placement will be released from escrow to the Company;

(i) the Company will enter into a support services agreement with Numus Financial Inc. to provide ongoing services to the Company; and,

(j) E-Tech Namibia will continue to operate as a direct wholly owned subsidiary of E-Tech Resources Inc.

In total, the Company will have finally issued and outstanding a capital of 82,971,530 post-division shares after the completion of the qualifying transaction.

The qualifying trade is expected to close on or around October 15, 2021. Trading is expected to resume upon publication of the final trading bulletin.

About Battery Road Capital Corp.

Battery Road is a capital pool company listed on the TSX Venture Exchange. Its main activity is the identification and valuation of assets or companies with a view to carrying out a qualifying transaction. Battery Road has not started trading and has no assets other than cash.

For more information, please contact:

Jim Megann, Director
Battery Road Capital Corp.
902-442-7192

Completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSXV. There can be no assurance that the transaction will be completed as proposed or that it will be completed. Investors are cautioned that, unless otherwise specified in the management information circular or the filing statement prepared in connection with the Qualifying Transaction, any information disclosed or received regarding the Qualifying Transaction may not be accurate or complete. and should not be invoked. Trading in the securities of a capital pool company should be viewed as highly speculative. TSXV has in no way decided on the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Battery Road’s actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the companies. forward-looking statements.

Examples of such statements include the timing of completion of the Qualifying Transaction; release of the proceeds of the escrow placement to the company; the timing of the conversion of the subscription receipts, the completion of the name change and the completion of the spin-off. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. These forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying the terms of any agreements forming part of the Qualifying Transaction; and meet TSXV’s requirements with respect to the proposed Qualifying Transaction. Although Battery Road expects that subsequent events and developments may change its opinions, Battery Road specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be taken as representing the views of Battery Road as of any date subsequent to the date of this press release. Although Battery Road has attempted to identify material factors which could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors which may cause actions, events or results are not as expected, estimated or expected. . 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. Therefore, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of factors that could affect Battery Road. Additional factors are set out under “Risk Factors” in Battery Road’s Initial Public Offering Prospectus dated August 10, 2018, a copy of which can be obtained on the SEDAR website at www.sedar.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/99686


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