Battery Road Capital Corp. Provides Status Update
Battery Road Capital Corp. Provides Status
Update
Halifax, Nova Scotia--(Newsfile Corp. - August 23, 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 with E-Tech Kalapuse Mining (Pty) Ltd. ("
E-Tech Namibia
").
Closing of Private Placement
As of June 8, 2021 Battery Road has closed its brokered private placement financing (the "
Offering
")
previously announced in a press release dated June 1, 2021.
The Offering consisted of gross proceeds
of $5,000,000 raised through the issuance of 20,000,000 subscription receipts ("
Subscription
Receipts
") at a price of $0.25, each convertible into one post-split common share of Battery Road
("
Shares
"), subject to adjustment if the anticipated stock split (the "
Split
") contemplated as part of the
Qualifying Transaction, also previously announced in the press release dated June 1, 2021, does not
occur.
The Subscription Receipts and the Shares issuable in exchange for the Subscription Receipts are
subject to a four-month statutory hold period expiring October 9, 2021.
The proceeds of the Offering will be used after completion of the Qualifying Transaction to facilitate
exploration activities at the Eureka neodymium and praseodymium project, located in central west
Namibia, and for general working capital purposes.
The gross proceeds raised in connection with the Offering (the "
Escrowed Funds
") have been
deposited into escrow pursuant to the terms of a subscription receipt agreement among Computershare
Trust Company of Canada (the "
Escrow Agent
") and the Corporation dated June 8, 2021 and shall be
released to Battery Road upon receipt by the Escrow Agent of joint notice of Battery Road and E-Tech
Namibia stating that the Qualifying Transaction has closed, at which time each Subscription Receipt
shall automatically be exchanged for Shares with no further consideration payable.
If the Qualifying Transaction is not completed by 5:00 p.m. (Halifax time) on December 31, 2021 or such
later date as Battery Road and the Escrow Agent may agree in writing or if, prior to such time, Battery
Road advises the Agent in writing or announces to the public that it does not intend to satisfy the escrow
release conditions outlined in the Subscription Receipt Agreement, and unless the requisite approval is
obtained, all of the issued and outstanding Subscription Receipts will be cancelled and the Escrow
Agent will return to each holder of Subscription Receipts, an amount equal to the subscription price for
the Subscription Receipts held by such holder plus a
pro rata
share of any interest or other income
earned on the Escrowed Funds (less applicable withholding tax, if any).
In connection with the Offering, Numus Capital Corp. (the "
Agent
") in its capacity as agent, will receive,
conditional upon closing of the Qualifying Transaction: (a) a cash commission equal to $350,000 (being
7.0% of the aggregate gross proceeds raised by Battery Road from the sale of the Subscription
Receipts in connection with the Offering); and (b)
convertible compensation warrants entitling the Agent
to purchase 1,400,000 Post-Split Shares in Battery Road (being equal to seven percent (7%) of the
Subscription Receipts in the Offering), with conversion terms adjusted if the Split does not occur. This is
expected to equate to 1,400,000 Post-Split Shares after exercise of the warrants. The compensation
warrants are non-transferable, and may be exercised for a period of 24 months after the closing of the
Qualifying Transaction at a price of $0.25 each.
Certain subscribers in the Offering are related parties or insiders to Battery Road:
Related Party or
Insider
# of shares purchased
in the Offering on a
post-split basis
(5)
# of Listed Shares
held on closing
of the Qualifying
Transaction
% of outstanding
Listed Shares held on
closing
of the Qualifying
Transaction
(
6)
Garry Stewart
(1)
80,000
280,000
0.34%
Birchpoint Holdings Inc.
(2)
800,000
2,385,186
2.87%
Torrent Capital Ltd.
(
3)
1,290,000
1,790,000
2.16%
Chris Drysdale
(4)
40,000
40,000
0.05%
Ken Marshall
(4)
100,000
100,000
0.12%
John Philpott
(4)
120,000
120,000
0.14%
Total
2,430,000
4,715,186
5.68%
Notes:
(1)
Officer of Battery Road Capital Corp.
(2)
Controlled by Daniel Whittaker, Director of Battery Road Capital Corp.
(3)
Related party to Battery Road Capital Corp.
(4)
Director of Resulting Issuer after Qualifying Transaction
(5)
Presumes conversion of subscription receipts into common shares of Battery Road on a post-split basis.
(6)
Percentages based on presumed outstanding capital post Qualifying Transaction of 82,971,530 common shares
Participation of related parties in the Offering, including future directors of the resulting issuer on closing
of the Qualifying Transaction totaled $607,500 and falls below the threshold for shareholder approval
under applicable securities laws. Battery Road is relying upon an exemption for shareholder approval
under section 5.7(1)(b) of MI 61-101 on the basis that the fair market value of the securities purchased
by interested parties to the Offering is not more than $2,500,000 and the Offering has been approved by
the independent director of Battery Road.
Closing of the Qualifying Transaction is subject to the satisfaction of customary closing conditions for a
transaction of such nature, including approval of the TSXV and the receipt of approval of the
disinterested shareholders of the Company of the fees in connection with the Offering owing to the
Agent, which is a related party to the Corporation. The special meeting of shareholders of the
Corporation to consider the disinterested shareholder approval of the fees owing to the Agent in relation
to the Offering, and approving other aspects relating to the Qualifying Transaction will be scheduled at a
future date.
Extension Agreement
The parties to the previously announced share exchange agreement dated as of October 10, 2020
among the Corporation, E-Tech Namibia, and the holders of all its outstanding shares, have entered into
an extension agreement dated July 13, 2021 increasing the amount of time parties have to complete the
Qualifying Transaction to December 31, 2021.
About Battery Road Capital Corp.
Battery Road is a Capital Pool Company listed on the TSX Venture Exchange. 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 and if applicable pursuant to TSXV requirements, majority of the
minority shareholder approval. Where applicable, the transaction cannot close until the required
shareholder approval is obtained. 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 to be 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 the intention to complete the Qualifying Transaction; release of
the Offering proceeds from escrow to the Corporation; and, 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; satisfying the requirements of the
TSXV with respect to proposed Qualifying Transaction; consumer interest in Battery Road's services
and products; competition; and anticipated and unanticipated costs. 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
.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not
limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable,
the Qualifying Transaction cannot close until the required shareholder approval is obtained. There
can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received with
respect to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this press release.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
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https://www.newsfilecorp.com/release/94084