Montreal, QC, January 20, 2017 – Cortina Capital Corp. (TMXV: CCN.P) (“Cortina” or the “Company”) is announcing that on January 14, 2017 it has entered into a definitive binding letter of intent (the “LOI”) with Ecolomondo Corporation Inc. (“Ecolomondo”), a private company incorporated under the Canada Business Corporation Act. According to such LOI, Cortina and Ecolomondo will complete a share purchase agreement whereby Cortina will acquire all of the issued and outstanding shares of Ecolomondo for a price of $21,746,031 by issuing to Ecolomondo’s current shareholders, 155,328,790 Cortina common shares at a price of $0.14 per Cortina common share (the “Transaction”). This Transaction will constitute Cortina’s Qualifying Transaction (the “Qualifying Transaction”), as per Policy 2.4 of the TMX Venture Exchange (the “Exchange” or “TMX”).
About the Transaction
Pursuant to the terms of the binding LOI and subject to execution of a definitive share purchase agreement (the “Share Purchase Agreement”) as well as the receipt of applicable regulatory and Exchange approvals, Cortina will complete a reverse take-over or similar type transaction and will issue to Ecolomondo’s current shareholders, 155,328,790 common shares from its share capital (the “Cortina Shares”), the whole, taking into account a conversion ratio of 5.5 Cortina common shares for each Ecolomondo common shares.
There are currently 13,810,000 common shares of Cortina issued and outstanding along with 1,381,000 stock options which entitle each holder (comprised of the officers and directors of Cortina) to acquire an aggregate of 1,381,000 common shares of Cortina at a price of $0.10 per common share and 160,000 broker warrants, which entitle the holder, the Company’s agent during its Initial Public Offering (Haywood Securities), to acquire an aggregate of 160,000 common shares at a price of $0.10 per common share at any time up to May 17, 2018.
Current shareholders of Cortina will hold approximately 8,16% of the resulting issuer’s common shares issued and outstanding before giving effect to the Financing described below.
Mr. Eliot Sorrella, a Laval (Quebec) resident, current CEO and President of Ecolomondo, holds approximately 89,02% of Ecolomondo’s issued and outstanding common shares and will hold approximately 81,75% of the resulting issuer’s issued and outstanding common shares before giving effect to the Financing described below.
The Transaction is not a “Non-Arm’s Length Transaction” under the Exchange’s policies.
Prior to the completion of the Qualifying Transaction, Cortina intends to complete a brokered private placement of $2,000,000 (the “Financing”) by the issuance of units of the Company at a price of $0.35 per unit (the “Unit(s)”), each Unit being comprised of one common share of the resulting issuer and one half share purchase warrant, each whole share purchase warrant entitling the holder to purchase one common share of the resulting issuer at a price of $0.50 per common share for a period of 18 months from the date of closing of the Qualifying Transaction. The gross proceeds of the Financing will be used by the Company as general working capital purposes and to satisfy the initial listing requirements of the Exchange. For the purposes of the Financing, the Company will retain the services of an agent (the “Agent”). The Agent and its financial compensation are yet to be determined by the Company.
Upon the completion of the Transaction and the Financing, the resulting issuer will be able to issue a total of 16,913,879 resulting issuer’s stock options to directors, officers and employees of the resulting issuer (representing 10 % of the total outstanding shares). The said amount includes 1,381,000 Cortina stock options already held by current directors and officers of Cortina.
Significant Closing Conditions
Closing and final acceptance of the Transaction are subject to the satisfaction of certain conditions, including the completion of a satisfactory due diligence, the execution of the Share Purchase Agreement, obtaining required approval by shareholders, if applicable, third party and regulatory authorities, and completion of the Financing. There are no guarantees that the Qualifying Transaction will be completed as proposed or at all.
Board of Directors and Insiders following completion of the Transaction
Suzanne Desrosiers, CPA, CA, proposed director, has a Bachelor of Business Administration from HEC Montreal. After receiving her CPA, CA certification, she completed the Advanced Tax Course from the Canadian Institute of Chartered Accountants. She is member of Quebec Chartered Professional Accountants Order, Chartered Professional Accountants Canada, the Planning and Tax Association and the Canadian Tax Foundation. She has been the Chief Financial Officer at Groupe Forget since 2014. Over the last 25 years, she has had a varied career, where she held various positions in taxation, both in large public and private companies operating at national and international level (Cognicase Inc., Hydro Quebec, Cirque du soleil, Quebecor World Inc.), and in accounting firms at Deloitte, Raymond Chabot Grant Thornton and lately at Demers Beaulne, where she was partner in the tax department. During those years, she obtained experience in several areas of taxation, with an expertise in tax compliance and tax advices for reorganizations, mergers and acquisition. She is the Chief Financial Officer and a director of Cortina since September 2015.
Eliot Sorella, B.Comm., proposed Chief Executive Officer and director, is Chairman of Ecolomondo’s Board of Directors, Chief Executive Officer and majority shareholder of Ecolomondo. He has been the Chief Executive Officer of Futurplast Extrusions for the last 16 years and he has been the Chief Executive Officer of the Sorella Group of Companies since 1995. Mr. Sorella founded his first company in the clothing industry, nearly 45 years ago. Afterwards, he started and managed several successful businesses in diversified fields such as cosmetics, real estate, plastic extrusion and transport. Through the years, he also sat on numerous boards of directors of private companies in Canada as well as in the United States. Mr. Sorella, who holds a Bachelor of Commerce Degree in Accounting from Loyola College, contributed to the economic growth of the greater Montreal area and of Québec and Canada by founding businesses that contributed to job creation and economic development. Mr. Sorella currently works full-time for Ecolomondo.
Donald Prinsky, CPA, CA, proposed Chief Financial Officer and director, joined Ecolomondo as Chief Financial Officer in 2010 and remained in that role until October 2014. Mr. Prinsky was re-appointed to serve as Chief Financial Officer in January 2015. Mr. Prinsky is primarily responsible for financial planning, consulting, as well as financial reporting to higher management. He is a Chartered Professional Accountant, a Chartered Accountant and a member of the Quebec Order of Chartered Professional Accountants since 1971. Prior to joining Ecolomondo, Mr. Prinsky had a consulting company that provided management, financial and other related consulting services to the corporate private sector. From 1969 to 2004, he worked as a chartered accountant at Richter LLC where he became a partner in 1979. For over 35 years he provided audit and consulting services to a wide range of industries. Mr. Prinsky is very involved in his community, serving as a member of the Board of Directors and Chairman of the Audit Committee at the Research Center of the Douglas Institute, a leading teaching hospital affiliated with McGill University. He has also served as the Chairman of the Board of Directors in public healthcare. He provides his services to Ecolomondo on a part-time basis.
Tennyson Stewart Anthony, Esq., proposed director, is President and Chief Executive Officer of Kelyniam Global, Inc. since 2011. He has led the company in its launch to sell custom cranial and cranial-facial implants in competition with multinational medical device corporations. He previously practiced law at Tennyson S. Anthony, LLP. He is an attorney with experience in handling various legal matters and extensive experience in transactional law. He is licensed to practice in Connecticut and all Federal Courts. He obtained his Juris Doctorate and Advanced Intellectual Property Licensing from the Franklin Pierce Law Center, in Concord, NH, and a Bachelor of Arts from the University of Hartford, CT.
Dr. Jamal Chaouki, proposed director, obtained his engineering degree from ENSIC in Nancy, France in 1980 and Ph.D. degree from Polytechnique Montreal, Canada. He was also post-doc fellow at UBC Vancouver from 1985 to 1986. Prof. Chaouki has been a full-time professor since 1995 at Polytechnique Montreal. He has supervised more than 70 Ph.D. and Master Students and more than 40 post-docs. He published more than 350 reviewed articles in refereed journals and in different reviewed proceedings and more than 400 other scientific articles and edited 6 books. He has 15 patents on different processes. He is now editor of the « Chemical Product and Process Modeling ». Dr. Chaouki is also director of Biorefinery Center and member of the Canadian Academy of Engineering. He has co-chaired 8 International Conferences including the 8th World Congress of Chemical Engineering 2009 where he has acted as technical director. He is now supervising 30 researchers (22 Ph.D.s, 4 PDFs, 3 research associates and 1 researcher). He is a member of the Board of Polytechnique Montreal and several companies. He is Principal Chair Holder of NSREC-Total Group in hydrodynamic modeling of multiphase processes at extreme conditions. His work is mainly dedicated to develop processes from waste and biomass to heat and power, fuels and chemicals.
Alain Denis, M.B.A., IAS.A., proposed director, is a rigorous executive with international experience in information technologies, life sciences and environment. Mr. Denis is Principal Vice-President for new economies at Fonds de Solidarité FTQ, a leading investment fund, where he previously managed investments in information technologies. Prior to joining the Fonds de Solidarité FTQ in 2009, Mr. Denis held a number of executive positions: he founded and managed Services Financiers AJP, an asset-based lending company, was founding Vice-President Business Development for Moxxi Medical, a wireless prescription technology, was Director of Strategic Partnerships at Argo Global Capital, a venture capital firm specialized on wireless communications, and was Executive Officer at Microcell, which was then a new cellular network. Previously, he was a Special Assistant to the Minister of Finance and Regional Development of Canada. Mr. Denis is member of various Boards of Directors of corporations and non-profit organizations, including Montreal In-Vivo, Canada Venture Capital Association, Moisson Montreal, and Laval Technopole. Alain Denis is a member of the Institute of Corporate Directors and he holds an M.B.A. from Laval and York Universities, with a scholarship from the Molson Donations Fund, and a business degree from Laval University.
Eric Favreau, LL.B., M.B.A., proposed director, has more than 25 years of experience in corporate finance, private equity, venture capital, mergers & acquisitions, as well as executive positions with various private and publicly traded companies. Mr. Favreau currently heads the finance department of Cavalia, an entertainment venture, and was previously Vice-President and Chief Financial Officer of Xebec Adsorption Inc from June 2011 to December 2014. From March 2005 to May 2011, he was Chief Financial Officer of various publicly traded and private companies. From 2002 to 2005, he was Vice-President Industrial Sector at Desjardins Venture Group. Eric Favreau is a member of the Quebec Bar since 1987 and holds a M.B.A. from HEC Montreal.
Brigitte Gauthier, Esq., proposed Secretary and director, is a partner in the law firm Alepin Gauthier and has practiced there since 1983. She is a member of the Quebec Bar since 1983. She has been a member of numerous Boards and committees, including the Foundation of Montmorency College, Hôpital Cite de la santé de Laval, Regina Assumpta College, Community Media Center of Laval, and The Montreal Movement for Private Education. Ms. Gauthier also headed, on a pro bono basis, a number of Boards as Chair. She has been the president of the Laval Bar, CAP Vie de Laval (Non-profit organization for social and community development), Laval Women Center (Non-profit organization for women support and social development), a prevention center for sexual-assault victims (CPIVAS), and the Parents Association of Laval College and of Ste-Marcelline College. She also co-founded and chaired the Alzheimer Society of Laval.
Emmanuelle Savare, proposed director, is president of DistrictWare, a company producing video/internet games, based in Montreal and has served in that capacity since 2012. Previously, Ms. Savare was CEO of Oberthur Gaming Technologies for eight years when it was sold to the U.S. company Scientific Games (SGMS). Oberthur Gaming Technologies was a security printing company specialized in the printing of scratch off lottery tickets, with approximately 1,000 employees and plants in Canada (Montreal, Quebec), USA (San Antonio, Texas) and Australia (Sydney, NSW). She co-owns with her family the Group Francois Charles Oberthur. Ms. Savare was part of the Montreal YPO branch. She was honored in 2004 by the Chamber of Commerce of Greater Montreal for her daring and courage at the 16th gala tribute for outstanding women. She has been a Director for companies of the Francois Charles Oberthur Group such as Francois Charles Oberthur Trust and Oberthur Card System (Oberthur Technologies). She also is or was a Director for various Non-Profit Organizations, including President of The Gadbois gymnastics club, the Respite Center for disabled children and Centre Quatre Poches.
Cortina intends to solicit a waiver of sponsorship (the “Waiver”) from the TMXV with regards to the contemplated Qualifying Transaction. Nevertheless, Cortina cannot warrant nor represent that the Waiver will be granted by the TSXV.
Ecolomondo is a development stage clean tech company that has designed, engineered and developed a thermo-reaction process using a pyrolytic platform that converts hydrocarbon waste into marketable commodity end-products, namely carbon black substitute, oil, gas and steel. Ecolomondo plans to manufacture turnkey facilities based on this technology platform and sell them to clients, and collect royalties from their operation, or operate them through wholly or jointly-owned subsidiaries.
Ecolomondo’s process is a Canadian developed green technology, called Thermal Decomposition Process, which is referred to as “TDP”. TDP is a comprehensive, effective and green solution that could achieve commercial acceptance while reducing the need to landfill. The TDP platform operates under positive pressure, in the absence of oxygen and with very low emissions. Ecolomondo considers its automated process to be safe, robust and environmentally friendly. It has been studied by Canada’s renowned technical institute, Polytechnique Montreal (Chemical Engineering Department), affiliated with the University of Montreal, and by Western University (Institute for Chemicals and Fuels From Alternative Resources).
Since 1999, through ongoing research and development, Ecolomondo has developed and built an industrial-scale facility (the “Pilot Facility”) consisting of two industrial size reactors, located in Contrecoeur, Quebec, Canada. Each reactor in the facility has the capacity to treat approximately 18 tons of tire waste per day. During the last 6 years, the Pilot Facility tested and operated the latest generation TDP technology for over 1,600 hours, but not commercially on a continuous basis.
Ecolomondo believes its TDP process extracts added value from hydrocarbon waste, and more precisely scrap tires, when compared to other technologies and other methods of recycling. Ecolomondo anticipates an abundant and continuous supply of waste feedstock to be available due to the growing consumption by an expanding population, the emerging markets and changing environmental concerns and regulation, in particular, the need to reduce landfilling. Ecolomondo hopes to become an industry leader in the treatment of these types of hydrocarbon waste.
According to the audited financial statements for the year ended December 31, 2015, Ecolomondo had total assets of $8,097,056, total liabilities of $4,002,587, total equity of $4,094,469, incurred total loss of ($1,300,558) and had $192,302 in cash.
According to the unaudited financial statements for the nine month period ended September 30, 2016, Ecolomondo had total assets of $7,667,653, total liabilities of $4,693,892, total equity of $2,973,761, incurred total loss of ($1,120,708) and had $120,291 in cash.
Cortina is a capital pool company (as this term is defined in the Exchange Policy 2.4). The Company is engaged in the identification and evaluation of assets or businesses with a view of completing a Qualifying Transaction. Cortina is a “reporting issuer” in the Provinces of Quebec, British Columbia and Alberta
For further information:
Mr. Steve Forget
President and Chief Executive Officer
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholders approval. Where applicable, the transaction cannot close until the required shareholders 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 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.