Montreal, QC – October 24, 2017 – Ecolomondo Corporation (formerly Cortina Capital Corp.) (TSXV: CCN.P) (the “Company“) is pleased to announce that on October 20, 2017, it closed its previously announced reverse take-over (the “Transaction”) with Ecolomondo Corporation Inc. (“Ecolomondo“). The Transaction consisted of the acquisition by the Company of all of the issued and outstanding securities in the capital of Ecolomondo by way of a reverse take-over, pursuant to which 155,328,790 common shares were issued from its share capital to Ecolomondo shareholders.
As part of the Transaction, the Company changed its name from “Cortina Capital Corp.” to “Ecolomondo Corporation”.
As a result of the Transaction, Ecolomondo is now a wholly-owned subsidiary of the Company, and the Company will continue the business of Ecolomondo which consists in the manufacturing of turnkey facilities based on thermo-reaction process using a pyrolytic platform that converts hydrocarbon waste into marketable commodity end-products, namely carbon black substitute, oil, gas and steel engineered and developed by Ecolomondo, which has designed plans to manufacture this technology platform and sell them to clients, and collect royalties from their operation, or operate them through wholly or jointly-owned subsidiaries.
For additional information concerning the Company’s business, please refer to the Company’s Information Circular dated August 18, 2017 (the “Information Circular”) filed in respect of the Transaction which has been filed under the Company’s profile on SEDAR at www.sedar.com.
Pursuant to the Transaction, the Company acquired all outstanding shares of Ecolomondo for a price of $21,746,031 by issuing to Ecolomondo’s former shareholders 155,328,790 common shares of the Company at a price of $0.14 per common share of the Company, representing an exchange ratio of 5.5 security in the capital of the Company for each Ecolomondo security held.
Concurrently, the Company has closed a private placement for total gross proceeds of $2,346,962.70 (the “Financing”) consisting of a (i) brokered portion for a total amount of $1,853,173.70 by the issuance of 5,294,782 Units (as this term is defined in the Information Circular) and (ii) a non brokered portion for a total amount of $493,789 by the issuance of 1,410,826 Units. As part of the Financing, a total fee of $74,126.95 was paid to Leede Jones Gable Inc. (“LJG”), an Arm’s Length party to the Company, who acted as sole agent for the Financing and, in addition to the cash consideration, LJG received 211,791 Agent’s Warrants entitling LJG to purchase common shares of the Company at a price of $0.42 per common share for a period of 18 months from the date of issuance. The Units issued pursuant to the Financing are subject to a four months hold period from the date of issuance, which will end on February 19, 2018. Former directors and officers of Cortina Capital participated in the Financing by subscribing to 571,427 Units for total gross proceeds of $200,000.
Prior to the Transaction, the Company was a Capital Pool Company (as defined under the policies of the TSX Venture Exchange (the “Exchange“)), and had not commenced commercial operations other than identifying and evaluating potential business acquisitions that would qualify as its Qualifying Transaction and had no assets other than cash. The Transaction constituted the Company’s “Qualifying Transaction”, as such term is defined in Policy 2.4 of the Exchange.
Final acceptance of the Transaction will occur upon the issuance of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final Exchange Bulletin, the Company will cease to be a Capital Pool Company and will recommence trading on the Exchange as a Tier 2 technology issuer. Trading in the common shares of the Company will begin on the Exchange after the Final Exchange Bulletin has been issued under the symbol “ECM”.
As part of the Qualifying Transaction, the Company has adopted a new “rolling 10%” stock option plan that has been approved and adopted by the shareholders of the Company during the Company’s Annual General and Special Meeting held on October 2, 2017, the whole as more fully described in the press release issued by the Company on October 3, 2017.
Following the completion of the Transaction (on a post-acquisition basis), the Company has a total of 175,844,398 common shares issued and outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 3,564,595 additional common shares of the Company at an exercise price of $0.50 per share; and (ii) stock options exercisable to purchase up to 1,381,000 additional common shares at an exercise price of $0.10 per share and (iii) stock options issued to directors, officers and employees of Ecolomondo exercisable to purchase up to 11,716,000 additional common shares at an exercise price of $0.35 per share for a period of ten (10) years from the date of grant.
An aggregate of 6,264,330 common shares are subject to value escrow and an aggregate of 138,512,474 common shares and 456,000 CPC Incentive stock options are subject to surplus escrow pursuant to Exchange escrow requirements.
As a result of the closing of the Transaction, the directors and executive officers of the Company are now:
Elio Sorella – Chief Executive Officer, President and Director
Donald Prinksy – Chief Financial Officer, and Director
Brigitte Gauthier – Corporate Secretary and Director
Suzanne – Desrosiers Director
Éric Favreau – Director
Jamal Chaouki – Director
Tennyson Stewart Anthony – Director
Alain Denis – Director
Mario Girard – Director
Further details about the Transaction and the Company as the resulting issuer from the closing of the Transaction are available in the Information Circular. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Information Circular.
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company’s common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Mr. Eliot Sorella
President and Chief Executive Officer, Ecolomondo Corporation