Halifax, Nova Scotia–(Newsfile Corp. – October 18, 2021) – E-Tech Resources Inc. (formerly Battery Road Capital Corp.) (TSXV: REE) (“E-TECH” or the “Corporation”) is pleased to announce that it has closed its Qualifying Transaction, being the acquisition of all the outstanding shares of E-Tech Kalapuse Mining (Pty) Ltd. (E-Tech Namibia) and, subject to issuance of the Final Exchange Bulletin, will re-list on the TSX Venture Exchange.
Prior to completion of the Qualifying Transaction E-Tech changed its name from ‘Battery Road Capital Corp.’ to ‘E-Tech Resources Inc.’.
Prior to completion of the Qualifying Transaction, E-Tech split its common shares on the basis of two (2) new common shares for each one (1) old common shares (the “Split”) on October 15, 2021, resulting in 25,971,500 post-split common shares of E-Tech. The mailing date of the new share certificates was October 18, 2021.
A new CUSIP number has been issued for the post-split shares under “E-Tech Resources Inc.”. Shareholders are not required to take any action with respect to the Split or the name change and are not required to exchange their existing share certificates for new certificates bearing the new name. The Corporation’s transfer agent, Computershare Investor Services Inc., will send registered shareholders a new Direct Registration System advice (DRS) representing the number of post-split common shares held by such shareholders.
Closing of Qualifying Transaction
The Corporation has successfully completed 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”).
Following the Split, outstanding E-Tech Namibia convertible debentures were converted into E-Tech Namibia ordinary shares, which were subsequently purchased by the Corporation and exchanged for 14,777,790 post-split common shares of E-Tech under the terms of the Definitive Agreement.
The Corporation completed the share exchange with shareholders of E-Tech Namibia contemplated in the Definitive Agreement by issuing post-split common 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 common shares as aggregate consideration.
E-Tech Metals Ltd., a shareholder of E-Tech Namibia, has completed the distribution to its shareholders pari passu of the post-split common shares it received under the Definitive Agreement.
The Qualifying Transaction closed on October 15, 2021. E-Tech Namibia is continuing business as a direct, wholly-owned subsidiary of E-Tech.
Daniel Whittaker, Chris Drysdale, John Philpott, Ken Marshall, and Edward Loye have been appointed as directors of the Corporation.
Elbert Loois has been appointed CEO, and Robert Randall has been appointed CFO and Secretary of the Corporation.
Closing of Private Placement
The 20,000,000 subscription receipts issued by E-Tech in its concurrent private placement were converted into an aggregate of 20,000,000 post-split common shares on October 15, 2021. Proceeds of the concurrent private placement have been released from escrow to the Corporation. The Corporation has paid fees owing to Numus Capital Corp. in its role as agent in the concurrent private placement. The Corporation will enter into a support services agreement with Numus Financial Inc. to provide for ongoing services to the Corporation.
The Corporation currently has an aggregate of 82,971,530 post-split common shares outstanding following the closing of the Qualifying Transaction and concurrent private placement.
Final Exchange Acceptance and Re-listing
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Corporation will be classified as a Tier 2 issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the Exchange under the symbol “REE” at the opening of the markets on October 21, 2021.
About E-Tech Resources Inc.
E-Tech Resources Inc. (TSXV: REE) is a rare earth exploration and development company focused on developing its Eureka Rare Earths Project in Namibia. The Eureka Project is located approximately 250 km north-west of Namibia’s capital city Windhoek and 140 km east of Namibia’s main industrial port Walvis Bay. The project is situated next to the national B1 highway in the Erongo Region of Namibia. The Eureka deposit lies in the Southern Central Zone of the Neoproterozoic Damara Belt within Exclusive Prospecting Licence (“EPL”) number EPL 6762; which covers Eureka Farm 99 and Sukses Farm 90. Namibia is recognized as one of Africa’s most politically stable jurisdictions, with an extremely well-established national infrastructure and a clear and transparent mining law. The Corporation continues to assess new project opportunities and expand its Southern African portfolio.
Further details are available on the Corporation’s website at www.etech-resources.com or contact Elbert Loois, CEO of E-Tech Resources Inc., at +1 (902) 334 1949.
This press release may contain forward-looking information, such as statements regarding the timing of re-listing of the Corporation’s common shares, and future plans and objectives of E-Tech. This information is based on current expectations and assumptions (including assumptions in connection with the continuance of the applicable company as a going concern and general economic and market conditions) that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to the ability to satisfy the conditions to completion of exploration programmes and work in Namibia. Actual results may differ materially from results suggested in any forward-looking information. E-Tech assumes no obligation to update forward-looking information in this release, or to update the reasons why actual results could differ from those reflected in the forward-looking information unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in filings made by E-Tech with Canadian securities regulators, copies of which are available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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