Environmental Waste International Announces New $5 Million Private Placement Offering and Termination of Previous Private Placement Offering
Newsfile Corp.
4 min read
Whitby, Ontario--(Newsfile Corp. - March 1, 2023) - Environmental Waste International (TSXV: EWS) (the "Company" or "EWS") is pleased to announce a new private placement offering of $5,000,000 at a price of $0.05 per unit. The $1,500,000 private placement offering announced on January 6, 2023, has been terminated. Each unit of both private placements consists of one common share and one share purchase warrant. Each warrant expires two years from the closing and has an exercise price of $0.20. Each investor will also purchase shares of EWS for $0.02 per share from a director of EWS, in a private transaction expected to close concurrently with the financing.
No broker or finder fees are anticipated to be paid in connection with the financing. The financing is subject to TSX Venture Exchange acceptance of regulatory filings. The funds will be used for upgrading the Company's Sault Ste. Marie facility, repayment of debt and for working capital.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the units will be offered for sale to purchasers' resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
An offering document related to the offering can be accessed under the Company's profile at www.sedar.com and on the Company's website at www.ewi.ca. Prospective investors should read this offering document before making an investment decision.
The Company also announces that one of its board members has loaned the Company an additional $157,086 pursuant to the promissory note originally entered into by the Company and announced on July 27, 2022. The current amount of the loan is now $433,620. The promissory note bears interest at a rate of 6% per annum, which shall accrue and become payable along with the principal amount on the maturity date of September 30, 2024. The loan by the director constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") under applicable securities laws. The Company is relying on exemptions from the MI 61-101 formal valuation and minority approval requirements applicable to related party transactions as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the loan exceeds 25% of the Company's market capitalization at the time at which such transaction was agreed to. The loan was approved by directors of the Company who are independent of the related party.
The Company also intends to close the previously announced shares for debt transaction at the same time as the closing of the financing. The additional amounts loaned by an EWS director may be included in the previously announced debt for shares transaction. For further information regarding the debt settlement, please see the Company's news release on January 6, 2023.
The securities offered pursuant to the financing and debt settlement have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Environmental Waste International Inc.
Environmental Waste International Inc. specializes in eco-friendly systems for the breakdown of organic materials, including tires. The Company has spent over 15 years engineering systems that integrate the EWS patented Reverse Polymerization™ process and proprietary microwave delivery system. EWS's unique microwave technology safely processes and recycles waste tires, while recovering highly valuable commodities, including carbon black, oil and steel. Each unit is designed to be environmentally safe, energy efficient, and economically profitable for the operator. For more information please visit, www.ewi.ca.
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.
This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's continuous disclosure filings, which are available at www.sedar.com.
