Halifax, Nova Scotia--(Newsfile Corp. - October 14, 2021) - Battery Road Capital Corp. (TSXV: BTRY.P) ("Battery Road" or the "Corporation"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV"), is providing this status update relating to the Qualifying Transaction of the Corporation (as such term is defined in TSXV policy 2.4) with E-Tech Kalapuse Mining (Pty) Ltd. ("E-Tech Namibia").
SHAREHOLDER APPROVAL GRANTED
The Corporation announces that is has received approval from the shareholders of the Corporation at a shareholders' meeting held on October 14, 2021 to, among other matters, conduct its contemplated share split, change the Corporation's name and complete its contemplated Qualifying Transaction with E-Tech Namibia.
NAME CHANGE
Effective October 14, 2021, the Corporation will be renamed 'E-Tech Resources Inc.' (the "Name Change").
STOCK SPLIT
The Corporation received approval to split its common shares on the basis of two (2) new common shares for each one (1) old common shares (the "Split"). The record date of the Split is October 14, 2021. The effective date of the Split is October 15, 2021, with the mailing date of the new share certificates being October 18, 2021.
The Corporation currently has 12,985,750 common shares issued and outstanding, which will be increased to 25,971,500 common shares after the Split is completed. The Corporation expects to have, on completion of the Qualifying Transaction, an aggregate of 82,971,530 common shares outstanding.
The Corporation will conduct the Split on a "push-out" basis with no further effort required on behalf of the shareholders to convert their shares. A new CUSIP number will be issued for post-split shares, which the Corporation will issue under the new corporate name of "E-Tech Resources Inc.".
The stock split is being undertaken as a step in the Corporation's Qualifying Transaction. The Qualifying Transaction is scheduled to close on October 15, 2021.
CLOSING OF QUALIFYING TRANSACTION
The Corporation received approval of shareholders to complete the acquisition of all of the outstanding E-Tech Namibia ordinary shares as contemplated in the share exchange agreement dated October 10, 2020, as amended (the "Definitive Agreement").
To give effect to the Definitive Agreement, and complete the Qualifying Transaction, parties will take several actions which will result in the following:
(a) Battery Road will effect the Name Change;
(b) the Split will occur, resulting in 25,971,500 post-split common shares of E-Tech Resources Inc. ("Post-Split Shares") being issued and outstanding to current shareholders of Battery Road;
(c) convertible debentures issued by E-Tech Namibia, together with interest thereon, will convert into E-Tech Namibia ordinary shares, which will further be exchanged for 14,777,790 Post-Split Shares under the terms of the Definitive Agreement;
(d) Battery Road will complete the share exchange with shareholders of E-Tech Namibia contemplated in the Definitive Agreement by issuing Post-Split Shares to the E-Tech Namibia Shareholders (excluding above noted holders of converted debentures) in exchange for all outstanding E-Tech Namibia ordinary shares, resulting in the issuance of 22,222,240 Post-Split Shares as aggregate consideration;
(e) Battery Road will issue and pay fees owing to Numus Capital Corp. for its role as agent in the concurrent private placement including the issuance of warrants entitling Numus to purchase 1,400,000 Post-Split Shares;
(f) Daniel Whittaker, Chris Drysdale, John Philpott, Ken Marshall, and Edward Loye will be appointed as directors of the Corporation;
(g) The 20,000,000 subscription receipts issued by Battery Road in its concurrent private placement will convert into an aggregate of 20,000,000 Post-Split Shares;
(h) proceeds of the concurrent private placement will be released from escrow to the Corporation;
(i) the Corporation will enter into a support services agreement with Numus Financial Inc. to provide for ongoing services to the Corporation; and,
(j) E-Tech Namibia will continue business as a direct, wholly-owned subsidiary of E-Tech Resources Inc.
In aggregate, the Corporation will ultimately have issued and outstanding capital of 82,971,530 Post-Split Shares after completion of the Qualifying Transaction.
The Qualifying Transaction is expected to close on or about October 15, 2021. With trading expected to resume upon issuance of the Final Exchange Bulletin.
About Battery Road Capital Corp.
Battery Road is a Capital Pool Company listed on the TSXV. Its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Battery Road has not commenced commercial operations and has no assets other than cash.
For further information please contact:
Jim Megann, Director
Battery Road Capital Corp.
902-442-7192
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Battery Road to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Examples of such statements include timeline of completion of the Qualifying Transaction; release of the Offering proceeds from escrow to the Corporation; the timeline of conversion of subscription receipts, completion of the Name Change and, completion of the Split. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the agreements forming part of the Qualifying Transaction; and satisfying the requirements of the TSXV with respect to proposed Qualifying Transaction. While Battery Road anticipates that subsequent events and developments may cause its views to change, Battery Road specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Battery Road's views as of any date subsequent to the date of this press release. Although Battery Road has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Battery Road. Additional factors are noted under "Risk Factors" in Battery Road's initial public offering prospectus dated August 10, 2018, a copy of which may be obtained on the SEDAR website at www.sedar.com.
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