Olie to Acquire EnCanSol Capital Corporation; Undergoes Change of Management & Share Transfers
Vancouver, British Columbia--(Newsfile Corp. - January 17, 2013) - Olie, Inc. (OTCQB: OLIED) announces that Avraham Morgenstern and Itai Freed have resigned as officers and directors for Olie, Inc. and Robert Gardner, Q.C. has been elected as the sole director and appointed the sole officer of Olie.
Mr. Gardner is the principal of the law firm, Gardner & Associates, of Vancouver, British Columbia. He is called to the Bar Society in England and Wales, and admitted to the Law Society of British Columbia, Canada. Mr. Gardner was appointed a Queen's Counsel in 1988. Since January 1998 Mr. Gardner has served as a member of the board of directors for at least 15 different companies whose securities were traded in various public markets. As a result of Mr. Gardner’s educational background, significant experience and career as a lawyer and extensive experience with publicly traded companies, Olie’s former principals concluded that he should serve as a director of Olie. Neither Mr. Morgenstern nor Mr. Freed had any disagreement with Olie at the time of their resignations.
Olie also announces that an agreement has been executed between an investment group led by Robert Gardner (the “Gardner Group”) and EnCanSol Capital Corporation of Vancouver, British Columbia which relates to the acquisition of EnCanSol by Olie and potential funding for Olie.
EnCanSol develops and manufactures economical and environmentally responsible rechargeable battery products. Olie understands that EnCanSol is the owner of the technology for “Flat Plate RAMCells” for which it owns or controls approximately 25 patents worldwide. EnCanSol is a privately held company which Olie has been advised has 33,632,914 common shares issued and outstanding (including 4,000,000 shares issued following the acquisition last week of certain assets from Pure Energy Solutions, Inc., a private Delaware corporation based in Boulder, Colorado). The agreement provides that a share exchange will occur between the EnCanSol shareholders and Olie whereby they will receive two shares of common stock of Olie for each EnCanSol share held by an EnCanSol shareholder.
The Gardner Group is comprised of approximately 10 individual and corporate investors who intend to assist Olie in the acquisition of EnCanSol assets. The Gardner Group is collectively experienced in arranging funding for publicly traded entities and providing guidance in compliance with applicable securities and corporate governance laws.
The agreement further provides that the Gardner Group will take steps to raise funding for Olie of approximately $10 million in accordance with a prescribed schedule and sets out potential allocations of Olie common stock in connection with the EnCanSol acquisition as described below.
Presently, there are 96,000,000 shares of Olie common stock issued and outstanding. This share total reflects a forward stock split (share subdivision) on a 40 for one share basis effective on December 19, 2012. Following the acquisition of EnCanSol, but before completion of any financings by Olie, there will be approximately 163,265,828 shares of Olie’s common stock issued and outstanding.
As part of the agreement, the parties thereto have agreed that Wayne Hartford, the current President and Chief Executive Officer of EnCanSol, shall be appointed to Olie’s Board of Directors. Additionally, EnCanSol shall be entitled to appoint to Olie’s Board of Directors each of EnCanSol’s current directors or whomever it designates as an alternate nominee, as well as one additional member from Pure Energy Solutions, Inc. from which EnCanSol acquired its AA and AAA cylindrical battery business and related patent portfolio. Each of the aforementioned appointments shall be subject to and occur after the prescribed time period and filing of the required disclosures under applicable securities laws.
A copy of the EnCanSol purchase agreement forms a part of Olie’s Form 8-K which has been filed with the United States Securities and Exchange Commission on EDGAR at www.sec.gov/edgar.
Concurrent with the change of Olie’s management, a Stock Purchase Agreement (“SPA”) was executed by and between Robert Gardner, as the representative for a purchaser group that has yet to be completed, and some of the shareholders of Olie and delivered into escrow. The SPA provides for an acquisition of common stock of Olie the amount of which has not yet been determined. It is contemplated that the purchaser group will include the EnCanSol shareholders and members of the Gardner Group.
For further information contact:
Robert C. Gardner
No stock exchange or regulatory organization in Canada accepts responsibility for the adequacy or accuracy of this release.