Toronto, Ontario--(Newsfile Corp. - September 17, 2019) - Environmental Waste International Inc. (TSXV: EWS) (the "Company") is pleased to announce that it has closed a non-brokered private placement offering (the "Offering") in the amount of $1,185,000 for the issuance of 23,700,000 units (the "Units") at the price of $0.05 per Unit. Each Unit consists of one common share and one-half (1/2) of a common share purchase warrant (a "Warrant"). Each whole Warrant is exercisable to acquire one common share at a price of $0.20 for a period of three years after the date of closing. Net proceeds of the Offering will be used for general corporate and working capital purposes. All securities issued pursuant to the Offering are subject to a statutory hold period ending January 17, 2020.
The Company also announced that it has closed debt settlement agreements (the "Debt Settlement") with EWI Investors LLC (of which Robert Savage is the Managing Member), Emanuel Gerard and Paul Orlin, all of whom are Directors of the Company (collectively, the "Related Creditors"). The Debt Settlement provides for an aggregate of $766,446 of the Company's outstanding debts to be settled through the issuance of an aggregate of 15,328,913 common shares at a price of $0.05 per share. The common shares issued pursuant to the Debt Settlement are subject to a statutory hold period ending January 17, 2020.
As part of the Debt Settlement, the Company has entered into an amendment to the promissory note dated April 12, 2017 held by EWI Investors LLC to reduce the principal amount from $1,537,130 to $1,000,000, and extend the maturity date from September 30, 2019 to July 15, 2021 (the "Amended Note Transaction"). All other terms remain the same.
The Company has entered into an amendment to the unsecured convertible note dated April 28, 2017 (the "Convertible Note") with EWI Investors LLC, of which Robert Savage, a Director of the Company, is the Managing Member (the "Amended Convertible Note Transaction"). The Convertible Note has been amended to increase the principal amount from $1,350,000 to $1,850,000 and the conversion price has been reduced from $0.11 per common share to $0.08 per common share for the next 12 months, after which the conversion price will increase to $0.10 per common share until the maturity date. The Convertible Note bears interest at a rate of 5% per annum and has a maturity date of April 28, 2022. All other terms remain the same as the original convertible note. Please see news releases dated May 1, 2017 and May 4, 2017 for further information.
The Company also announced that it has granted an aggregate of 2,650,000 incentive stock options to certain officers, directors and employees of the Company under its Stock Option Plan. All options are exercisable at $0.06 per common share vesting over three years with an expiry date of September 17, 2024.
The participation in the Debt Settlement by the Related Creditors, the Amended Convertible Note Transaction and the Amended Note Transaction all constitute "related party transactions" 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 "Related Party Transactions"). The Company is relying on exemptions from the MI 61-101 formal valuation and minority approval requirements applicable to related party transactions available as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, each of the Related Party Transactions, exceeds 25% of the Corporation's market capitalization at the time at which such transactions were agreed to. The Related Party Transactions were approved by directors of the Company who are independent of the related parties.
The securities offered pursuant to the Offering 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. EWS 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 creating a highly valuable commodity output for industry, including carbon black, oil and steel. Each unit is designed to be energy efficient and where possible, create an economically positive model for the recovery of various hydrocarbon oil and gases. For more information please visit, www.ewi.ca.
FOR FURTHER INFORMATION PLEASE CONTACT:
This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with the Company's business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts, but reflect the Company's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under "Risks and Uncertainties" in the Company's most recent Management Discussion & Analysis, which can be found on the Company's profile at www.sedar.com. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/47862