ECC Ventures 1 Announces Court Approval of Plan of Arrangement to Acquire A2Z Advanced Solutions
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VANCOUVER, BC / ACCESSWIRE / October 31, 2019 / ECC Ventures 1 Corp. ("ECC1" or the "Company") (TSXV:EONE.P) is pleased to announce that it has obtained a final order from the Supreme Court of British Columbia to implement the Company's previously announced plan of arrangement (the "Arrangement") to acquire (the "Acquisition"), through a wholly-owned subsidiary, all the issued and outstanding share capital of A2Z Advanced Solutions Ltd. ("A2Z"). The Acquisition will constitute a reverse take-over and the Company's qualifying transaction under the policies of the TSX Venture Exchange (the "Exchange"). Over 99% of A2Z's securityholders voted to approve the Acquisition, with 100% of those shareholders voting in favour of the Arrangement.
The Acquisition will be completed by way of the Court approved statutory plan of arrangement, pursuant to which, inter alia, (i) ECC1 will complete a share consolidation on a 1.4 to 1 basis (the "Consolidation"), (ii) shareholders of A2Z will be issued an aggregated 41,784,418 post-consolidation common shares of ECC1 at a deemed price of $0.50 per post-consolidation common share, in exchange for their shares of A2Z, and (iii) all outstanding convertible securities to purchase A2Z common shares will be exchanged for equivalent securities of the Company. The Acquisition will occur in two tranches. It is expected that the first tranche will close this quarter, with the Company acquiring approximately 99.45% of the outstanding shares of A2Z. It is expected that the second tranche will close in early 2020, with the Company acquiring the remaining 0.45% of the outstanding shares of A2Z upon the receipt of further Israeli regulatory approvals to the Acquisition.
A2Z is a private company incorporated pursuant to the laws of Israel. A2Z's principal activities have been the application of advanced engineering capabilities to the military/security markets as well as to 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, 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 more information regarding A2Z, please visit the company's website at www.a2zas.com.
As a condition to completing the Acquisition, the parties are completing a private placement financing (the "QT Financing") of subscription receipts through a subsidiary of the Company (the "Subscription Receipts"), to raise $500,000, through the issuance of 1,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. The proceeds of the QT Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition, including the Consolidation. Upon satisfaction of the escrow conditions, each Subscription Receipt will automatically convert, for no additional consideration, into post-consolidated common shares of the Company. The Company may pay a commission in connection with the QT Financing, in accordance with the policies of the Exchange. Once released from escrow, the Company will use the proceeds of the QT Financing for marketing initiatives, and for general working capital purposes.
The Acquisition is subject to a number of conditions, including Exchange approval, certain regulatory approvals (including from the Israeli tax authorities), truth of representations and warranties, performance of covenants and no Material Adverse Effect (as such term is defined in the arrangement agreement in respect of the Acquisition) having occurred in the business of A2Z or the Company. The Acquisition and related transactions remain subject to the approval of the Exchange.
Trading of ECC1's common shares will remain halted pending further filings with the Exchange. The Company is working diligently to complete the remaining filings with the Exchange, with a view to completing the proposed transaction in short order.
For more information please contact the Company at 778-331-8505 or email: firstname.lastname@example.org
On Behalf of the Board of Directors of ECC Ventures 1 Corp.
Completion of the Acquisition is subject to a number of conditions, including, but not limited to, Exchange acceptance and approval by shareholders A2Z. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition and the QT Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of ECC1 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this news release.
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 our and 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 terms and timing of the Acquisition (including the timing to receive required shareholder approvals, the timing to close each tranche of the Acquisition, the steps of the plan of arrangement and the effect of the plan of arrangement on the security holders of the Company and A2Z), the terms and timing of the Consolidation, the terms and timing of the QT Financing (including the amount expected to be raised), the growth plans of A2Z and statements concerning the Company / A2Z and its business plan following the Acquisition, including the composition of the Company's board of directors and management team. 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 Acquisition 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 Acquisition or 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.
ECC VENTURES 1 CORP.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3
SOURCE: ECC Ventures 1 Corp.