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VANCOUVER, BC / ACCESSWIRE / December 18, 2019 / A2Z Technologies Canada Corp. ("A2Z" or the "Company") (TSXV: AZ) is pleased to announce the completion of the First Tranche (as defined below) of the previously announced qualifying transaction (the "Transaction") of ECC Ventures 1 Corp. ("ECC1"). ECC1 today completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share (the "Shares") for each 1.4 pre-consolidation common share, and changed its name to "A2Z Technologies Canada Corp." Pursuant to the terms of an arrangement among ECC1, its wholly-owned subsidiary, 1219054 B.C. Ltd. ("Subco"), and A2Z Advanced Solutions Ltd. ("A2Z Israel"), A2Z has, through a court-approved plan of arrangement, initially acquired 99.46% of the issued and outstanding ordinary shares of A2Z Israel through Subco in consideration for the issuance of an aggregate of 41,690,578 Shares to former shareholders of A2Z Israel (the "First Tranche"). A2Z Israel is a privately-held Israel-incorporated company engaged in the application of advanced engineering capabilities to the military/security markets as well as the adaptation of certain military products for the civilian market.
It is expected that the Company will acquire the remaining 227,546 (0.54%) outstanding ordinary shares of A2Z Israel in exchange for Shares on a one-for-one basis, upon the receipt of further Israeli regulatory and A2Z Israel shareholder approvals, in early 2020.
On closing of the First Tranche, the Company also issued an aggregate of 325,000 Shares in settlement of finder's fees. These shares are subject to a hold period expiring on April 19, 2020.
The Shares are expected to commence trading on the TSX Venture Exchange (the "Exchange") under the symbol "AZ" on or about December 23, 2019. The Company's new CUSIP number is 002209104 and ISIN is CA0022091049. For further information on the Transaction, please see the Company's Filing Statement dated November 28, 2019, which is available on SEDAR.
QT FINANCING
On completion of the First Tranche, the previously issued 1,000,000 Subscription Receipts of Subco, which were issued at a price of $0.50 per Subscription Receipt pursuant to a private placement financing that was completed on December 16, 2019 (the "QT Financing"), each converted into one Share of the Company for no additional consideration. Following conversion of the Subscription Receipts, the Company paid aggregate finder's fees of $1,610 and issued 2,300 finder's warrants to certain finders who introduced subscribers to the QT Financing, with each finder's warrant being exercisable at $0.50 for one Share of the Company until December 18, 2020. The finder's warrants and the Shares underlying the finder's warrants are subject to a hold period expiring April 19, 2020.
The proceeds of the QT Financing will be used for marketing initiatives by A2Z, and for general working capital purposes.
BUSINESS OF A2Z
A2Z's principal activities have been the application of advanced engineering capabilities to the military/security markets as well as the adaptation of certain military products for the civilian market. A2Z's line of products include unmanned remote-controlled vehicles of various sizes designed for intricate bomb disposal, counter terrorism, and fire fighting, as well as energy storage power packs/generators. A2Z also provides maintenance services to both external and in-house complex electronic systems and products to over 75 clients.
For future growth, A2Z is implementing a two-pronged approach: (1) continuing to adapt its current military products for civilian use, and; (2) developing two innovative products for the automotive market. One patent-pending product is a capsule that can be placed in a fuel tank to prevent gas tank inflammation upon collision. An additional product under development for which a patent has been granted is a smart vehicle cover device that will protect automobiles from the elements while the vehicle is parked and will prevent snow from building up on the vehicle.
For more information regarding A2Z, please visit the Company's website at www.a2zas.com.
BOARD AND MANAGEMENT
The Board of Directors and management team of the Company have been reconstituted to include the following individuals:
Ben Tsur Joseph, President, CEO and Director
Mr. Ben Tsur Joseph, is the founder and controlling shareholder of A2Z, and serial entrepreneur with a proven track record in establishing successful companies and expanding them into new markets and industries. Prior to A2Z, Mr. Joseph was Chairman of Elad Hotels, which is part of the Isaac Tshuva group of companies, one of the largest groups in Israel, and owns several billions of dollars in assets including the Plaza Hotel NYC; Director of MARLAZ, a large well recognized public holding company which owns various publicly traded companies in the industrial, real estate, communication, and hi-tech industries; Operations Manager as well as R&D, Marketing & Sales, Production for Comfy Interactive Movies, a leading Edutainment (education + entertainment) company which was purchased by Disney; and CEO of DIG Ltd., a public company which produces and sells electric components through the biggest shops and chain stores all over Israel.
Robert Chisholm, CFO
Mr. Robert Chisholm is the CFO of Emprise Capital Corp., a private merchant bank based in Vancouver, BC, which provides management, restructuring, accounting and financial services to public companies. Prior to Emprise, Mr. Chisholm was the CFO for PNI Digital Media, a publicly listed company (acquired by Staples). Mr. Chisholm holds a professional accounting designation in Canada and received his BBA with a major in accounting from Saint Francis Xavier University in Nova Scotia.
Amnon Peleg, CTO
Mr. Amnon Peleg is a telecommunication, energy, and operations specialist, highly experienced in executing complex projects and negotiating procedures. Prior to joining A2Z in 2010, Mr. Peleg served for over two decades as a Technological Project Manager for the Office of the Prime Minister of the State of Israel.
Vered Lotan, Director
Mrs. Vered Lotan holds a BBA (Bachelor of Business Administration) degree from Derby University in the United Kingdom. She is also a licensed Industry and Management Technician. From 2014 until present Mrs. Lotan has acted as an independent consultant to private firms in the area of security. From 1976 – 2004, Mrs. Lotan served as a senior officer in the Israeli defense forces. Some of her posts in the Israel Defense Forces included senior officer in charge of data gathering and analytics, senior officer in charge or military reserves manpower, senior officer in charge of manpower for the medical corps.
Scott Ackerman, Director
Mr. Scott Ackerman is the President and CEO of Emprise Capital Corp., a private merchant bank based in Vancouver, BC, which provides management, restructuring, accounting and financial services to public companies. Mr. Ackerman has been active in the public markets for more than 25 years, having held senior executive roles in various capacities from Investor Relations to Executive Management. In addition to his role with Emprise, Mr. Ackerman serves as director and/or officer of a number of publicly traded and private "start-up" venture companies.
Sam Cole, Corporate Secretary
Mr. Sam Cole is a corporate securities lawyer with the firm Cassels Brock & Blackwell LLP, based in Vancouver. Mr. Cole specializes in advising small and micro-cap public companies on corporate governance and regulatory compliance.
The Company wishes to thank Doug McFaul and Brent Ackerman, who have resigned as directors of the Company, for their past services.
SHARE CAPITAL
Following closing of the First Tranche, the Company has a total of 47,076,292 Shares issued and outstanding, including an aggregate of 31,487,722 Shares which are subject to escrow and will be released over 36 months from the closing. An additional 7,612,165 Shares are subject to additional resale restrictions, with 20% being release upon closing and 20% being released monthly thereafter.
On closing of the First Tranche, the Company granted 1,960,000 stock options to directors, officers, employees and consultants of the Company, exercisable at a price of $0.50 per Share for a period of five years, and the 3,832,394 outstanding share purchase warrants to purchase A2Z Israel common shares were exchanged for share purchase warrants of the Company, with each share purchase warrant exercisable for one Share at US$0.23333 until December 31, 2021. ECC1's 565,000 stock options and 200,000 agent's options which were previously outstanding were affected by the share consolidation, resulting in: (i) 178,571 stock options with an expiry date of April 18, 2023; (ii) 225,000 with an expiry date of March 18, 2020, and; (iii) 142,857 agent's options with an expiry date of April 18, 2020, each being exercisable at $0.14 Share.
In addition, commencing from closing of the First Tranche until May 15, 2021, the Company will issue a maximum of 200,000 Shares to Waterside Capital Advisors Inc. ("Waterside") as consideration for services rendered by Waterside to the Company pursuant to the terms of a consulting agreement. The first such issuance occurred on closing of the First Tranche and consisted of 25,000 Shares at a price of $0.50 per Share. The first issuance of Shares is subject to a hold period expiring April 19, 2020. On a quarterly basis going forward, $12,500 of Waterside's quarterly fee will be settled by the issuance of Shares, calculated in accordance with the discounted market price (as defined by the Exchange) at the time of issuance. The securities issued to Waterside will be subject to a hold period of four months plus one day from the date of issuance.
As a result of the First Tranche, Ben Tsur Joseph has ownership and direction or control over 30,000,000 Shares, representing 63.7% of the issued and outstanding Shares. Neither the Company nor, to the knowledge of the Company after reasonable inquiry, Ben Tsur Joseph, have knowledge of any material information concerning the Company or its securities which has not been generally disclosed.
The Company has been advised that the securities were acquired by Ben Tsur Joseph for investment purposes and he has no present intention to acquire further securities of the Company, although he may, in the future, acquire or dispose of securities of the Company through the market or otherwise, as circumstances or market conditions warrant.
To obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation, please go to the Company's profile of SEDAR.
The Company has retained Kin Communications Inc. ("Kin") to provide it with investor relations services. Kin is assisting the Company in increasing public awareness by managing the Company's corporate communications, marketing endeavors, and ongoing engagement with shareholders, finance professionals, and media contacts. Kin is being paid $12,500 plus GST for an initial term of 12 months and has been granted 500,000 stock options of the Company, exercisable at $0.50 per share, for a period of five years.
Kin is one of Canada's leading full-service investor relations firms and has a proven track record of generating interest in their clients, building an active shareholder base, and solidifying communications that differentiates clients from their peers.
For more information, please visit www.kincommunications.com.
On Behalf of the Board of Directors of A2Z Technologies Canada Corp.
Ben Tsur Joseph
Director and CEO
CONTACT:
Investor Relations:
Arlen Hansen
Kin Communications
1-866-684-6730
az@kincommunications.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements included in this announcement, including statements concerning A2Z's plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward-looking statements include, among other matters, the acquisition of the remaining outstanding ordinary shares of A2Z Israel (including the timing to receive approvals, including Israeli regulatory approvals, and timing to close thereof), the effect of the plan of arrangement on the security holders of A2Z and A2Z Israel), final approval of the Transaction by the Exchange and the commencement of trading of the Shares on the Exchange under the symbol "AZ" (including the expected timing thereof), statements concerning A2Z, its management and business plan, the expected share capital of A2Z, and the expected use of proceeds of the QT Financing (on the terms disclosed or otherwise). Forward‐looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's and A2Z's future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Second Tranche does not proceed, or proceed on the expected terms, geopolitical risk, regulatory and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information this is included herein, except in accordance with applicable securities laws.
ABOUT A2Z TECHNOLOGIES CANADA CORP.
A2Z's principal activities have been the application of advanced engineering capabilities to the military/security markets as well as the adaptation of certain military products for the civilian market. A2Z's line of products include unmanned remote-controlled vehicles of various sizes designed for intricate bomb disposal, counter terrorism, and fire fighting, as well as energy storage power packs/generators. A2Z also provides maintenance services to both external and in-house complex electronic systems and products to over 75 clients.
For future growth, A2Z is implementing a two-pronged approach: (1) continuing to adapt its current military products for civilian use, and; (2) developing two innovative products for the automotive market. One patent-pending product is a capsule that can be placed in a fuel tank to prevent gas tank inflammation upon collision. An additional product under development for which a patent has been granted is a smart vehicle cover device that will protect automobiles from the elements while the vehicle is parked and will prevent snow from building up on the vehicle.
For more information regarding A2Z, please visit the Company's website at www.a2zas.com.
SOURCE: A2Z Technologies Canada Corp.
ReleaseID: 570669