Battery Mineral Resources Corp. Attains 100% Ownership of Esi
BATTERY MINERAL RESOURCES CORP. ATTAINS 100% OWNERSHIP OF ESI
- A PIPELINE AND RENEWABLES EQUIPMENT RENTAL AND SALES
COMPANY
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, British Columbia – (May 26, 2021) – Battery Mineral Resources Corp.
(TSXV: BMR) (" Battery" or the " Company") is pleased to announce that it has
completed its acquisition of ESI Energy Services Inc. (" ESI") concurrent with the
completion of ESI’s previously announced going private transaction. The result is that
Battery, which owned 89.2% of the ESI common shar es before the share
consolidation, now owns 100% of the ESI common shares. ESI has applied to the
Canadian Securities Exchange to delist its common shares and has applied to
applicable Canadian provincial securities regulatory authorities to cease its reporting
issuer status.
ESI is a pipeline and renewables equipment rental and sales company with principal
operations in Leduc, Alberta and Phoenix, Arizona. ESI, together with its operating
subsidiaries, ESI Pipeline Services, Inc. and ESI Energy Services (Australia) Pty Ltd.,
supplies (rents and sells) backfill separation machines, called padding machines, to
mainline pipeline contractors, renewables and utility construction contractors, as well
as oilfield pipeline and construction contractors. The principal market places for ESI
are in oil and gas with an increasing presence in the renewable energy marketplace
where their products and service are used to construct wind and solar power
generation farms.
Commenting on the ESI Acquisition, Martin Kostuik , Chief Executive Officer of the
Company, said: “We are excited to have completed the agreement to add ESI to our
portfolio. This transaction represents a unique opportunity to add immediate cash
and positive cashflow to Battery. Consideration of offers to sell the business are on
the table. While considering options to monetize, t he focus for this new segment of
Battery will be to initiate strategies intended to increase the value of this business to
Battery shareholders. These strategies may include, among others, the sale of non-
core assets, improvement of margins by reducing costs such as corporate overhead
and investigating opportunities to increase revenue through expanding the product
and services offerings. We look forward to continuing to advance our corporate
strategy by realizing the value of our current projects for our shareholders while
bolstering our platform with additional accretive investments in this exciting and
growing space.”
ESI Acquisition Terms
The Company completed the ESI Acquisition on the following terms:
• The ESI Acquisition by consolidating ESI common shares so that minority
shareholders of ESI received a fractional ESI common share post -
consolidation. ESI immediately redeemed those fractional shares for cash and
cancelled them. The cash payment to each minority shareholder of $0.75 per
share is based on the number of ESI common shares held by minority
shareholders before the share consolidation.
• The result is that Battery, which owned 89.2% of the ESI common shares
before the share consolidation, now owns 100% of the ESI common shares.
• The transaction was approved by ESI shareholders at a special meeting earlier
yesterday. Votes were cast at the meeting by the holders of 93.76% of the ESI
common shares and the level of approval was 100% of the votes cast by all
shareholders and 100% of the votes cast by minority shareholders.
Additional Information
The TSXV has in no way passed upon the merits of the ESI Acquisition, and has
neither approved nor disapproved the contents of this press release. Neither the TSXV
nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this press release.
About Battery Mineral Resources Corp.
Battery is a multi-commodity resource company. Battery is engaged in the discovery,
acquisition, and development of battery metals (cobalt, lithium, graphite, nickel and
copper), in North America and South Korea. Battery is the largest mineral claim
holder in the historic Gowganda Cobalt-Silver Camp, Canada, with various high-grade
primary cobalt silver-nickel-copper targets located in the Cobalt Belt of Ontario and
Quebec. In addition, Battery now owns 100% of ESI Energy Services, Inc., a pipeline
equipment rental and sales company with operations in Leduc, Alberta and Phoenix,
Arizona. Finally, Battery is in the process of finalizing a concurrent private placement
financing and acquisition of the Punitaqui Mining Complex (the “ Punitaqui
Acquisition”), a prior producing copper-gold mine located in the Coquimbo region
of Chile.
For further information, please contact:
Battery Mineral Resources Corp.
Martin Kostuik
Phone: +1 (604) 229 3830
Email: [email protected]
The securities offered pursuant to the Private Placement 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.
Forward Looking Statements
This news release includes certain “forward -looking statements” under applicable
Canadian securities legislation, including statements related to the completion of a
private placement and Punitaqui Acquisition and Battery’s ability to monetize its
interest in ESI. Actual future results may differ materially. There can be no assurance
that such statements will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements. Forward -looking
statements reflect the beliefs, opinions and projections of the Company on the date
the statements are made and are based upon a number of assumptions and estimates
that, while considered reasonable by the Company, are inherently subject to
significant business, e conomic, competitive, political and social uncertainties and
contingencies. Many factors, both known and unknown, could cause actual results,
performance, or achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions and estimates
based on or related to many of these factors. Such factors include, without limitation,
the ability of the Company to complete the Punitaqui Acquisition, obtaining all
required regulatory approvals necessary to complete the Punitaqui Acquisition, risks
related to share price and market conditions, the inherent risks involved in the
mining, exploration and development of mineral properties , government regulation
and fluctuating metal prices. Accordingly, readers should not place undue reliance on
forward-looking statements. Battery undertakes no obligation to update publicly or
otherwise revise any forward -looking statements contained herein whet her as a
result of new information or future events or otherwise, except as may be required
by law.