/NOT FOR DISSEMINATION IN
The Acquisition of LCMES will constitute a reverse takeover and ECC6's Qualifying Transaction under Policy 2.4 of the
LCMES is a private holding company incorporated
LCMESK's principal activities focus on two green energy technologies; (1) LCMESK has developed customized lithium battery solutions for various industries such as E-mobility, Energy Storage Systems (ESS), and special market sectors, like the military & defense market. Together with its hardware technology for cell & battery pack design, manufacturing and assembly, LCMESK is also developing a software platform for integrated management for optimal operation of secondary battery equipped vehicles, vessels, drones, machines and other devices; and (2) LCMESK, based on its own patented technologies, has developed and is manufacturing and marketing bidirectional vertical small wind power generation systems. These hybrid power generation systems combine small wind turbines with a solar power module and LCMESK's proprietary slip-ring, a core component for wind power systems that replaces traditional mercury-type slip rings that cause environmental pollution.
For more information regarding LCMES, please visit the company's website at LCM Energy Solution.
LCMES currently has 118,000,000 common shares (the "LCMES Shares") outstanding, and no convertible securities or shareholders loans outstanding.
Under the terms of the Acquisition, ECC6 will complete a consolidation of its share capital on a 1.18 for 1 basis (the "Consolidation"), and holders of LCMES Shares will be issued an aggregate of 73,400,000 post Consolidation common shares of ECC6 (the "Consideration Shares"), at a deemed price of
Following completion of the Acquisition, it is anticipated that there will be 78,174,214 post Consolidation common shares issued and outstanding in the Resulting Issuer (defined below) (excluding securities issued pursuant to the QT Financing defined and described below), of which shareholders of LCMES will own 73,400,000 (83.24%) and shareholders of ECC6 will own 4,774,214 (5.41%). Agent's options outstanding in ECC6 will be subject to the Consolidation, resulting in 168,999 agent's options being exercisable at
As a condition to completing the Acquisition, the parties intend to complete a non-brokered private placement financing (the "QT Financing") of subscription receipts of LCMES (or a newly incorporated subsidiary of the Company ("Newco")) (the "Subscription Receipts"), to raise a minimum of
The proceeds of the QT Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition, including the Consolidation. Immediately prior to the completion of the Acquisition, on satisfaction of the escrow conditions, each Subscription Receipt will automatically be exchanged, for no further consideration and with no further action on the part of the holder thereof, to acquire securities of LCMES (or Newco as applicable). The LCMES (or Newco as applicable) securities issuable on exercise of the Subscription Receipts will be exchanged for economically equivalent securities of the issuer resulting from the Acquisition (the "Resulting Issuer") in connection with the Acquisition. The Company may pay a commission in connection with the QT Financing. Once released from escrow, the Resulting Issuer will use the proceeds of the QT Financing for further commercialization of its products, and for general working capital purposes.
All securities issued by the Resulting Issuer in connection with the QT Financing will be free trading upon completion of the Acquisition.
On completion of the proposed Acquisition, the Company's Board of Directors and management team will be reconstituted to include directors and management determined by LCMES, including the individuals listed below. Further details of the full management team will be provided in subsequent press releases.
Mr.
Prior to joining
Graduate Woongji Accounting & Tax College (Major: Tax Administration)Graduate School of Business Administration / MBA- CSO / Business Planning and Management -
LCM Science Inc. - CMO / Global Business Development -
LCM Science Inc. - CEO & President -
LCM Energy Solution (Korea) Inc. ("LCMESK").
As Chief Marketing Officer, Mr.
Leveraging a 30-year track record of expertise in technology and technology-based products and services marketing,
Graduate College of Education ,Seoul National University - GMC / Div. Head, GMC China / Chief representative,
Shenyang Education College - CEO - 2B4G Co., Ltd.
- CEO -
Rebeca Co., Ltd.
The Acquisition is not a Non-Arm's Length Qualifying Transaction under the policies of the Exchange and therefore is not expected to require approval of ECC6's shareholders. Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless an exemption from sponsorship requirement is available. ECC6 intends to apply for a waiver from sponsorship requirements. However, there is no assurance that ECC6 will obtain this waiver.
The Acquisition will be completed through a definitive agreement (the "Definitive Agreement") that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions. It is currently anticipated that the Acquisition will be completed by way of a three-cornered amalgamation, pursuant to which a subsidiary of ECC6 will merge with LCMES to form the Resulting Issuer.
In connection with the Acquisition and pursuant to the requirements of the Exchange, ECC6 will file on SEDAR (www.sedar.com) a filing statement which will contain details regarding the Acquisition, ECC6, LCMES, and the Resulting Issuer.
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance, the execution of the Definitive Agreement, and completion of the QT Financing. Trading of ECC6's common shares will remain halted pending further filings with the Exchange.
On Behalf of the Board of Directors of
Director
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
Completion of the Acquisition is subject to a number of conditions, including, among others, Exchange acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Definitive Agreement will be executed or that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Qualifying Transaction, or the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of ECC6 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this news release.
Statements included in this announcement, including statements concerning our and LCMES's plans, intentions, and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward–looking statements". Forward-looking statements include, among other matters, the terms and timing of the Acquisition (including the entering into of the Definitive Agreement) and the QT Financing, the growth plans of LCMES and statements concerning the Company following the Acquisition, including the composition of the Company's board of directors and management team. Forward–looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward–looking statements, including without limitation those relating to the Company's and LCMES's future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Acquisition does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward–looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Acquisition or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
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