EEL Energy Limited entered into a letter of intent to acquire AD4 Capital Corp. (TSXV:ADJ.P) for $17.8 million in a reverse merger transaction on April 13, 2023. Under the terms of the transaction, AD4 will issue on closing to the shareholders of EEL 18,000,000 common shares on a post-consolidated basis at a deemed price of $0.33 per share.

AD4 to consolidate its share capital on a ratio of approximately 3 for 1. In addition, the holders of the Convertible Notes to be issued as part of offering by EEL for an amount of not less than $3 million, will be converted to 9,000,000 units on a post consolidated basis. In a related transaction, concurrent with the completion of EEL transaction, AD4 will acquire all the shares of 42256 YUKON Inc. (?CAP?). EEL has arranged the CAP acquisition with a view to developing further applications of the kCell on a utility scale.

On closing, AD4 will be listed on Tier 2 of the Exchange under the ?Industrial or Technology or Life Sciences? industry segment, and will change its name to complement the business of the Resulting Issuer. Upon the closing of the transaction, it is anticipated that the Board of Directors will consist of Robert Brown, Ron Brindl, Dave Smith, Mike Nyhuis, Trevor Kramer and Kenneth Holmes.

Robert Brown will be appointed as President and Chief Executive Officer and Rob Brindl will be appointed as Chief Technology Officer. The transaction is subject to AD4 having completed the consolidation, minimum cash condition, EEL having completed an offering of convertible notes, acceptance by TSX-Venture Exchange and other customary closing conditions.