EEStor Corporation Enters into Letter of Intent to Acquire FWG Ltd.
TORONTO, Nov. 13, 2019 (GLOBE NEWSWIRE) — EEStor Corporation (TSX.V: “ESU-V”) (“EEStor”), is pleased to announce it has entered into a letter of intent, dated November 5, 2019, pursuant to which it proposes to acquire all of the outstanding share capital of FWG Ltd. (“FWG”). Based in Canterbury, United Kingdom, FWG is involved in research and development and commercial activities related to capacitor, battery and hybrid electrical energy storage devices, including carbon and graphene-based technologies.
FWG’s proprietary carbon and graphene capacitor and battery technologies have the potential to become a significant commercialization opportunities for the combined company. Future integration of EEStor’s patented CMBT materials and FWG’s graphene and carbon-based materials is planned for, and both companies look forward to these multifaceted opportunities. Independent third-party certification is scheduled with both the National Physics Laboratory of Great Britain and with Intertek Inc. to ensure that the performance characteristics of the technology are fully validated and disclosed.Robert Murray-Smith, Co-Founder and CEO of FWG stated: “The team at FWG is excited by this transaction and the multitude of opportunities that the combined enterprise addresses. From the immediate replacement technology of antiquated lead acid batteries to the near-endless requirements for sustainable and scalable grid storage applications, we have spent the last six years refining our solutions to meet global demand.”Ian Clifford, Founder and CEO of EEStor added: “The acquisition and merger of FWG into EEStor represents a strategic and accretive integration for both companies. The mission and ethos of FWG and EEStor are synergistic. The imperative for sustainable and globally scalable electrical energy storage has never been so evident.”Clifford continued: “The acquisition of FWG will allow for the targeted rollout of specific types of energy storage to address the most dynamic needs globally. Included in the initial targets is the replacement of the ubiquitous Group 27 lead acid battery with a carbon-based battery that matches or surpasses the storage, operational and economic performance of lead acid without any of the catastrophic environmental implications.”Murray-Smith adds: “The FWG battery uses doped carbon structures in a bipolar arrangement in order to produce a compact device with energy density in the region of lead acid, that is around 50 – 60Wh/kg depending on size and physical structure. The unique points of the battery are not so much the energy density, which is more than acceptable to compete head to head with lead acid, but rather in the cost of production, which has been reduced significantly meaning that the cost of producing our devices are well below all other currently manufactured energy storage technologies.”Murray-Smith continued: “This significant reduction in finished product costs has been achieved through the use of dry electrode manufacturing techniques, bipolar cell arrangement and the use of carbon, a readily available, inexpensive active material. It is envisioned that this generation of our battery can compete very effectively in the lead acid battery space, which currently accounts for around 55% of the entire global battery market.” (Please see: https://youtu.be/hxBdESxAl8g for additional details)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 FWG, the shareholders of FWG 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 46,750,000 common shares to the shareholders of FWG. Following completion of the acquisition, FWG will continue as a wholly-owned subsidiary of EEStor.FWG is an arms-length privately held company, based in the United Kingdom, and controlled by three principal shareholders: Robert Murray-Smith (United Kingdom), Steve Mills (United Kingdom) and Gary Monaghan (Canada). FWG does not yet generate revenue from operations. Its current assets consist of intangible intellectual property, and it is not expected that it will have any outstanding liabilities upon completion of the acquisition.The acquisition of FWG 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 FWG 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 FWG.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 FWG. EEStor anticipates that the reconstituted board will be presented to shareholders for approval at its annual general and special meeting to be held in January 2020. Working Capital FinancingPrior to completion of the acquisition of FWG, EEStor intends to undertake a financing to rapidly advance third-party certification of technologies, investor and stakeholder relations activities and for general working capital purposes. The financing may take the form of a private placement, or short-term loan facility, and EEStor will provide additional information on the terms of such a financing once they are known. The acquisition is not contingent on completion of the financing, but EEStor does anticipate requiring additional working capital prior to completion of the acquisition.Annual General MeetingThe Company also announces that it will proceed with an annual general and special meeting of shareholders on or about January 30, 2020. Additional details regarding the date and location of the meeting, as well as the matters to be presented to shareholders for approval, will be made available in due course. EEStor does not anticipate that the acquisition of FWG will require shareholder approval.About EEStorEEStor is a developer of high energy density solid-state capacitor technology utilizing the Corporation’s patented Composition Modified Barium Titanate (CMBT) material. The Corporation is focused on licensing opportunities for its technology across a broad spectrum of industries and applications.About FWGFWG is involved in research and development and commercial activities related to capacitor, battery and hybrid electrical energy storage devices including carbon and graphene-based technologies.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: