NIAGARA FALLS, ON / ACCESSWIRE / April 21, 2021 / EnerDynamic Hybrid Technologies Corp. ("EHT" or the "Company") (TSX-V:EHT) is pleased to announce that having previously received 72.42% shareholder approval at the Company's Annual General and Special Meeting of Shareholders held on January 19, 2021 regarding the Company's proposed share consolidation on the basis of one (1) post-consolidation common share for up to twenty (20) pre-consolidation common shares (the "Consolidation Ratio") the directors have decided that the consolidation of its common shares will proceed on a Consolidation Ratio of one (1) post consolidation common share for twenty (20) pre-consolidation common shares (the "Share Consolidation").
The decision to implement the Share Consolidation was taken by the Board of Directors after careful consideration of a number of factors, including, the previously announced proposed private placement (the "Private Placement"), debt restructuring (the "Debt Restructuring") and acquisition of Windular Research and Technologies Inc. (the "Acquisition"), as described in the Company's press release dated January 28, 2021. A reduced number of shares outstanding will make the Company's shares more attractive to certain investors and potential strategic partners who find shares valued above certain minimum prices to be preferable from an investment perspective. The Company intends to provide an update on the Acquisition, Financing and Debt Restructuring in due course.
The Company expects that the Share Consolidation will be implemented and its common shares will be listed on a post-consolidation basis beginning at the open of markets on April 28, 2021. The post-consolidation common shares will continue to be listed on the TSX Venture Exchange (the "TSXV") under the symbol "EHT". The new CUSIP number will be 29272D200. The Company's common shares will continue to be halted until the Private Placement, Debt Restructuring and Acquisition are completed.
The Share Consolidation will result in the number of issued and outstanding common shares of the Company being reduced from 423,974,216 to approximately 21,198,710 on a non-diluted basis. The percentage of the Company owned by each shareholder will not change as a result of the Share Consolidation. Notwithstanding the foregoing, the exact number of common shares outstanding after the Share Consolidation will vary based on the elimination of fractional shares.
The Share Consolidation will impact all of the Company's shareholders equally, including holders of outstanding securities that are convertible or exercisable for shares that are outstanding on the effective date of the Share Consolidation, except for minor changes or adjustments resulting from the treatment of fractional shares. On the effective date of the Share Consolidation, the exercise prices and number of shares issuable on the exercise of any warrants, options, or other convertible securities of the Company will be automatically proportionally adjusted based on the Consolidation Ratio.
No fractional shares will be issued as a result of the Share Consolidation. All fractions of post-consolidation shares will be rounded down to the nearest whole number. The exact number of common shares that will be outstanding after the Share Consolidation will vary based on the elimination of fractional shares.
A letter of transmittal regarding the Share Consolidation will be mailed to the Company's registered shareholders. All registered shareholders will be required to send their certificate(s) or Direct Registration ("DRS") advice representing pre-consolidation shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, Computershare Trust Company of Canada, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their common shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for their post-Share Consolidation positions. Until surrendered, each share certificate or DRS representing pre-consolidation shares will represent the number of whole post-consolidation shares to which the holder is entitled as a result of the Share Consolidation. A copy of the letter of transmittal will be posted on the Company's issuer profile on SEDAR at www.sedar.com.
The Share Consolidation will be contingent upon the prior approval of the TSXV.
About EnerDynamic Hybrid Technologies
EHT delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable. Most energy products and solutions can be implemented immediately wherever they are needed. EHT stands above its competitors by combining a full suite of solar PV, wind and battery storage solutions, which can deliver energy 24 hours per day in both small-scale and large-scale format. In addition to traditional support to established electrical networks, EHT excels where no electrical grid exists. The organization supplies advanced solutions for various industries in combination with energy saving and energy generation solutions. EHT's expertise includes the development of module structures with full integration of smart energy solutions. These are processed through EHT's production technologies into attractive applications: modular homes, cold storage facilities, schools, residential and commercial out buildings and emergency/temporary shelters.
Neither 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 press release contains forward-looking statements. Forward-looking statements are statements that contemplate activities, events or developments that the Company anticipates will or may occur in the future. Forward-looking statements in this press release include, but are not limited to, those regarding EHT's products and solutions, whether the Company's shares will be attractive to prospective investors, the completion of the Debt Restructuring, the Acquisition, the Financing, the Consolidation, and regulatory approval of the Debt Restructuring, the Acquisition, the Financing, the Consolidation. The material factors or assumptions used to develop these forward- looking statements include that the non-binding arrangements and informal understandings the Company has with third parties, including creditors, prospective agents, investors and Windular Research and Technologies Inc. will develop into binding agreements to complete the Financing, Debt Restructuring and Acquisition. Although the Company believes that the assumptions inherent in these forward- looking statements are reasonable, they are not guarantees of future performance and, accordingly, they should not be relied upon and there can be no assurance that any of them will prove to be accurate. These forward-looking statements reflect the Company's current expectations based on information currently available to management and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those projected. Risks and uncertainties include, but are not limited to, risks associated with general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments, the inability to access sufficient capital on favourable terms, the risk that the non-binding arrangements and informal understandings the Company has with third parties with respect to the Debt Conversion and Financing will not develop into binding contracts, that the Company will not be able to negotiate a definitive agreement for the Acquisition on terms acceptable to the Company, that the TSXV may not approve the Debt Conversion, Share Consolidation, Acquisition or Financing on terms acceptable to the Company or third parties involved in the forgoing transactions, and that the creditors participating in the Debt Conversion will not agree to complete the Debt Conversion or will propose terms that are unacceptable to the Company. Readers should refer to the risk disclosure included from time-to-time in the documents the Company files on SEDAR, available at www.sedar.com. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ from those anticipated. Forward-looking statements are not guarantees of future performance. The purpose of forward-looking information is to provide the reader with a description of management's expectations, and such forward- looking information may not be appropriate for any other purpose. Finally, these forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update them except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
FOR FURTHER INFORMATION. PLEASE CONTACT:
John Gamble
Director
(289) 488-1699
jgamble@ehthybrid.com
Company Website: www.ehthybrid.com
Lorie Laurence
Administrative Assistant
(289) 488-1699
info@ehthybrid.com
Company Website: www.ehthybrid.com
SOURCE: EnerDynamic Hybrid Technologies Corp.
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