Montreal, QC, January 18, 2023 — Ecolomondo Corporation (TSXV: ECM) (OTC: ECLMF) (the “Company” or “Ecolomondo”), a cleantech company specializing in the commercialization of its Thermal Decomposition Process (“TDP”) proprietary recycling technology and the building and operating of turnkey TDP facilities globally, announces that it has closed on January 16, 2023, a private placement (the “Private Placement”) for aggregate gross proceeds of $1,000,051.60. This Private Placement is comprised of 2,222,336 units (the “Units”) at the price of $0.45 per Unit. Each Unit consisted of one common share (the “Common Shares”) and one common share purchase warrant (the “Warrants”). Each Warrant will entitle the holder thereof to acquire an additional Common Share of the Company for $0.55 for a period of six months from the closing date, being July 16, 2023.
150,000 Units of this Private Placement for gross proceeds of $67,500 has closed in escrow pending final acceptance of the TSX Venture Exchange (the “TSXV”) pursuant to subscriptions by pro group members, as defined in TSXV policies. The funds and securities will be released upon receiving final acceptance from the TSXV.
As previously disclosed in the Form 45-106F19 offering document, the proceeds of this Private Placement will be used for general working capital purposes to meet strategic objectives and commitments, including the construction and completion of the new Hawkesbury TDP facility.
The Company has paid in cash an amount of $3,150 equal to 7% of the gross proceeds raised from the subscriptions in the Private Placement from persons introduced to the Company by eligible brokers and exempt market dealers.
3212521 Canada Inc., a company controlled by Mr. Eliot Sorella, Chairman, CEO and significant shareholder of the Company has acquired 852,225 Units in the Private Placement. This participation by 3212521 Canada Inc. in the Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company’s market capitalization. The recipient of the Units and the extent of such participation were not finalized until shortly prior to the completion of the Private Placement described herein. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such Private Placement. 3212521 Canada Inc.’s funds will also be held in escrow as this insider participation exceeds 25% of the total aggregate proceeds raised in this Private Placement, pending final acceptance of the TSXV.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), the Units were offered for sale to purchasers resident in Canada pursuant to the Listed Issuer Financing Exemption under Part 5A of NI 45-106. The Units, the Common Shares and the Warrants issued in the Private Placement will not be subject to a hold period pursuant to applicable Canadian Securities laws.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Ecolomondo Corporation
Ecolomondo Corporation is a Canadian cleantech company headquartered in Québec, Canada with an over 25-year history focused on waste-to-resource technology development and deployment. Ecolomondo has developed the proprietary TDP which recovers high value circular commodities from end-of-life tires including rCB, oil and steel. TDP lowers carbon emissions by up to 90% versus virgin carbon black production. Ecolomondo has adopted a triple bottom line approach to business focused on people, planet, and profit. Ecolomondo trades on the TSX Venture Exchange under the symbol (TSXV:ECM). To learn more, visit www.ecolomondo.com
Please follow @EcolomondoECM on Twitter, Facebook, LinkedIn, Instagram and YouTube.
Ecolomondo Corporation Contact
Chairman and Chief Executive Officer, Ecolomondo
Tel: (450) 587-5999
Cautionary Note Regarding Forward Looking Statements
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although Ecolomondo believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Ecolomondo disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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.