(TheNewswire)
Montreal, QC – TheNewswire-- January 25, 2024 -- Ecolomondo Corporation (TSXV:ECM) (OTC:ECLMF) (the “ Company ” or“ Ecolomondo ”), a cleantech company that designs, builds, operates andcommercializes Thermal Decomposition turnkey plants using itsproprietary Thermal Decomposition Process (“ TDP ”) recyclingtechnology, announces that market authorities,TSX Venture Exchange (the “ TSXV ”) , has accepted for filing the Company's proposal to issue25,917,430 common shares of the Company (the “ Common Shares ”),retroactively to January 2, 2024, to settle outstanding debt of$3,498,853.
The Company announced on January 3 that, subject to prior TSXV approval, 3212521 Canada Inc., acompany controlled by the Company’s controlling shareholder,President, CEO and Director Elio Sorella, has agreed to convertprevious loans made to the Company, totalling $3,498,853 as at January2, 2024, into voting Common Shares at the price of 13.50 cents, whichis the closing price of 18 cents on January 2, 2024, discounted by25%, in accordance with TSXV policies. The press release also informedthat the controlling shareholder intended to advance a further amountof up to $1 million, with a term of one year having an interest rateof 8.5% per annum, to fund the Company well into the commercializationof the Hawkesbury facility.
This transaction constitutes a “related partytransaction” under Multilateral Instrument 61-101 Protection ofMinority Security Holders in Special Transactions (“ MI 61-101 ”) andPolicy 5.9 – Protection of Minority Security Holders in SpecialTransactions of the TSXV. Pursuant to MI 61-101, the Company will filea material change report providing disclosure in relation to each"related party transaction" on SEDAR+ under Ecolomondo’sissuer profile at www.sedarplus.ca. The Company is relying onexemptions from the formal valuation and minority shareholder approvalrequirements available under MI 61-101. The Company is exempt from theformal valuation requirement in section 5.4 of MI 61-101 in relianceon sections 5.5(a) and (b) of MI 61-101 as the fair market value ofthe transaction, insofar as it involves the controlling shareholder,is not more than the 25% of the Company's market capitalization, andno securities of the Company are listed or quoted for trading onprescribed stock exchanges or stock markets. Additionally, the Companyis exempt from minority shareholder approval requirement in section5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair marketvalue of the transaction, insofar as it involves the controllingshareholder, is not more than the 25% of the Company's marketcapitalization.
Immediately prior this transaction, Elio Sorella owned, directly and indirectly, 142,081,270Common Shares of the Company, which represented 75.27% of the issuedand outstanding Common Shares of the Issuer on a non-diluted basis.Elio Sorella also owns 1,377,429 stock options to acquire 1,377,429Common Shares, which represented 75.45% on a partially diluted basis.Following this transaction, Elio Sorella owns, directly and indirectly167,998,700 Common Shares of the Company, which represent 78.25% ofthe issued and outstanding Common Shares of the Company on anon-diluted basis and 78.39% on a partially diluted basis.
The Company is settling the incurred debt into CommonShares as it does not have cash on hand in order to satisfy therepayment of its debt. This transaction was approved by thedisinterested directors of the Company.
This additional financing aligned with the recentRestructured Loan with Export Development Canada, announced on January2, attests the commitment of the key investors in the Company.
These two key events were instrumental and should allowthe Company to bring the Hawkesbury TDP facility to commercialoperations.
The Company believes that once fully ramped-up andfully commercialized, the Hawkesbury plant is expected to be thecornerstone of the Company’s global expansion.
This news release is being issued pursuant to NationalInstrument 62-103, persons who wish to obtain a copy of the earlywarning report to be filed by Elio Sorella in connection with thistransaction may obtain a copy of such report from www.sedarplus.ca orby contacting the persons named below.
WEBINAR . TheCompany will have a webinar on February 8.
You can register with the following link :
https://globalonemedia.zoom.us/webinar/register/WN_26U3-TtdTlO36b2QKUVJGg#/registration
About Ecolomondo Corporation
Ecolomondo Corporation is a Canadian cleantech company that prides itself after its proprietary ThermalDecomposition technology TDP which is headquartered in Québec, Canada . It has a 25-year history and during this time has been focused on its development of itstechnology and the deployment of TDP turnkeyfacilities . TDP recovers high value re-usable commodities from scrap tire waste, notably rCB, oil , syngas, fiber and steel. Ecolomondo expects to be a leading player in the cleantechspace and be an active contributor to the global circular economy. Ecolomondo trades in Canada on the TSX VentureExchange under the symbol (TSXV:ECM) and in theUnited States under the symbol (OTCQB:ECLMF). To learn more, visit www.ecolomondo.com
About the Hawkesbury Plant – A2-Reactor TDP Facility
The Hawkesbury facility building is 46,200 sq.ft andhas an impressive indoor clearance of 28 feet. It is state-of-the-artand houses 4 main production departments, tire shredding, thermaldecomposition, recycled carbon black refining and oil fractionation.Once fully operational, this facility is expected to process 1.3M ofscrap tires per year and produce 8.7M lbs of recovered carbon black,34,608 barrels of oil, 2.9M lbs of steel, and 2.6M lbs of processgas.
About the Shamrock Project – A6-Reactor TDP Facility
Processing capabilities for the Shamrock facility isprojected at 5.5M per year of end-of-life tires, yieldingapproximately 35.1M lbs of recovered carbon black, 128,100 barrels ofoil, 11.9M lbs of steel, and 10.6M lbs of syngas; roughly three timesthe size of the Company’s Hawkesbury (Ontario) plant output.Facility construction is expected to begin by the third quarter of 202 4 with completion expected by the endof the fourth quarter of2025. Projected cost to build is approximately US $93 million.
Our Mission , Vision & Strategy
Ecolomondo’s mission is to be a contributingparticipant in a dynamic Circular Economy and to increase shareholdervalue by producing and supplying large quantities of recoveredresources to be re-used in the manufacture of new products.
Ecolomondo’s vision is to be a leading producer andreseller of recovered resources by building and operating TDPfacilities, strategically located in industrialized countries, closeto feedstock, labor and offtake clients.
Our strategy is to become a major global builder andoperator of TDP turnkey facilities, for now specializing in theprocessing of ELTs. Our intent is to expand aggressively in NorthAmerica and Europe. Our experience and modular technology should helpus get there faster and better. We plan to keep performing ongoingresearch and development to ensure that Ecolomondo remainstechnologically advanced.
ISCC Certification
A confirmation of the Company’s successful processlies in the recent International Sustainability and CarbonCertification (“ISCC”) for its Hawkesbury TDP facility, anotherstep forward that should help improve demand for TDP. ISCC is a GlobalSustainability Certification System and offers chain-of-custodycertification systems to ensure traceability and feedstock identity,which can add commercial value to the Company’s end-products as theyremain traceable in the supply chain.
ISO Certification
The Company has obtained ISO 9001:2015, ISO 14001:2015& ISO 45001:2018 certification of its Integrated Management System(IMS), which acknowledges Ecolomondo’s commitment for quality,environmental impact and health and safety at work.
Environmental, Social &Governance (ESG)
On the social aspect the Company plans to measureglobal health and safety, injury rate and gender diversity, andfinally in the corporate governance aspect, the Company is measuringethics and anticorruption, ESG reporting and board independence.
About TDP
The TDP process is technically proven and moreadvanced than most other pyrolysis technologies.Over the years, our Technological teams were able to overcome alluncertainties that plagued most competitors especially inthe s e areas:pre-filtration, reactor cooling, reactor rotation, water recycling, processing of rCB,(hydrocarbon removal), mass monitoring, heat curve development,humidity and water removal, safety testing, system automation,emissions control and monitoring .
TDP is Environmentally Friendly –CO 2 Reduction
By producing rCB, TDP reduces GHG emissions by 90%versus the production o fvirgin carbon black. The production of rCB at the Hawkesbury andShamrock facilities are expected to reduce CO2 emissions by 22,400 and 67,200 tons per year,respectively.
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Ecolomondo Corporation Contact
Eliot Sorella
Chairman and Chief Executive Officer, Ecolomondo
Tel: (450) 587-5999
esorella@ecolomondocorp.com
Cautionary NoteRegarding Forward Looking Statements
The information in this news release includes certaininformation and statements about management's view of future events,expectations, plans and prospects that constitute forward lookingstatements. These statements are based upon assumptions that aresubject to significant risks and uncertainties. Because of these risksand uncertainties and as a result of a variety of factors, the actualresults, expectations, achievements or performance may differmaterially from those anticipated and indicated by theseforward-looking statements. Although Ecolomondo believes that theexpectations reflected in forward looking statements are reasonable,it can give no assurance that the expectations of any forward-lookingstatements will prove to be correct. Except as required by law,Ecolomondo disclaims any intention and assumes no obligation to updateor revise any forward-looking statements to reflect actual results,whether as a result of new information, future events, changes inassumptions, changes in factors affecting such forward-lookingstatements or otherwise.
Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
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