China Keli's Reverse Take-Over Target PT Hydrotech Metal Indonesia Signs Agreement to Commerciaize Proprietary STAL Technology
Vancouver, British Columbia--(Newsfile Corp. - March 14, 2022) - China Keli Electric Company Ltd. (TSXV: ZKL.H) (the "Company" or "China Keli") is pleased to announce that PT Hydrotech Metal Indonesia ("HMI"), the acquisition target of the Company's proposed reverse take-over transaction, has signed an agreement with its majority shareholder PT Trinitan Green Energy Metals ("Green Energy") to commercialize HMI's STAL Technology for processing nickel (the "Green Energy License Agreement").
Green Energy, together with PT Trinitan Resourcetama Indonesia (collectively, the "Vendors"), own all the issued and outstanding shares of HMI. The Company will acquire substantially all the issued and outstanding shares of HMI from the Vendors (the acquisition, the "Transaction"). Additional details regarding the Transaction are disclosed in the Company's press release dated October 13, 2021 announcing the signing of the share exchange agreement among the Company, the Vendors and HMI (the "Share Exchange Agreement"). On completion of the Transaction, China Keli will acquire HMI, and the Vendors will become the shareholders of China Keli. The Company, as it will exist after the completion of the Transaction, is referred to herein as the "Resulting Issuer", and the common shares in the capital of the Resulting Issuer shall be referred to as "Resulting Issuer Shares".
The Green Energy License Agreement would constitute a "Revenue Agreement" as defined in the Share Exchange Agreement, which may result in the exercise of up to 50,000,000 common share purchase warrants (each a "Performance Warrant") to be issued to the Vendors on completion of the Transaction. Each Performance Warrant is exercisable for one Resulting Issuer Share at $0.001 per share. Certain exercise conditions must be satisfied for the Performance Warrants to be exercisable in whole or in part, including among other things, the approval of the independent directors of the Resulting Issuer, and proof of funding and commencement of construction of up to 4 nickel smelters (each with a processing capacity of 1,800 tonnes per annum) by Green Energy.
Pursuant to the Green Energy License Agreement, HMI has granted a non-exclusive right to use the STAL Technology to Green Energy. Green Energy will build the nickel smelters at its own cost and will pay HMI a commitment fee of US$100,000 per smelter, and a STAL Technology utilization fee equal to 5% of the smelter revenue. By way of an example, if a smelter reported a monthly revenue of US$3,000,000, then Green Energy will pay to HMI a utilization fee of US$150,000 for such month.
The Green Energy License Agreement may be terminated on 30 days' notice by either party after HMI has received US$400,000 in commitment fees. In addition, up to 31,250,000 of the 50,000,000 Resulting Issuer Shares issuable to the Vendors upon the exercise of the Performance Warrants may be surrendered back to the Resulting Issuer for cancellation if the nickel smelters do not commence and complete construction by the third or fifth anniversary of the date of the agreement, or otherwise fails to commence production at or above a minimum agreed output.
"We are pleased that HMI has secured its first STAL Technology license agreement with Green Energy," said Philip Lo, the Company's CEO. "The commitment by Green Energy to be the first to spend millions in capital expenditures to build out the nickel smelters is a strong vote of confidence in the commercial viability of the STAL Technology. We believe recent market developments have had a tremendous positive impact on global nickel demand dynamics and look forward to completing the Transaction."
About China Keli
China Keli is currently without an active business, and is listed on the NEX Board of the TSX Venture Exchange.
HMI is an emerging technology company domiciled in the Republic of Indonesia, and a subsidiary of the Trinitan group of companies. HMI's proprietary "Step Temperature Acid Leach" ("STAL") Technology enables flexible and scalable processing of nickel for nickel miners and smelters in an innovative, highly efficient, and environmentally friendly manner. It operates at normal and safer atmospheric pressure, and eliminates the need for expensive high-pressure autoclaves and associated infrastructure. Therefore, it has significantly lower capital intensity and lower operating costs than other current technologies while offering a net zero waste solution compared to the current controversial smelter waste disposal methods of tailings dams, deep sea tailing and dry stack tailing.
Developed over 14 years of research and development, HMI's STAL Technology is a Class 1 Nickel extraction technological breakthrough that will produce Mixed Hydroxide Precipitate ("MHP") nickel which is used in the growing nickel-based battery electric vehicle market, and which is facing an increasingly growing supply deficit. Indonesia has the largest supply of nickel laterite deposits in the world. STAL Technology allows nickel mining and smelting operations to start small and expand easily due to its modular design and is ideally suited for Indonesia's largely small-scale miners and low-grade laterite ore. A miner or smelter can install STAL modules near nickel mining operations with reduced capex and expand quickly by adding additional modules to accommodate growing nickel production. The STAL Technology can easily be applied at nickel mines and smelters in other parts of the world. HMI is also developing a Green PLUS certification program to ensure ESG compliance of all HMI's nickel products throughout its value chain of activities.
HMI was incorporated under the laws of Indonesia on August 5, 2020, and acquired the STAL Technology from PT Trinitan Metals and Minerals Tbk.
The Trinitan group of companies is a global and socially conscious family-owned operation that spans across multiple public and private entities that are involved in the metals and minerals, energy storage and solar and renewable energy segments in Indonesia and around the world.
For further information, please contact:
CHINA KELI ELECTRIC COMPANY LTD.
Philip Lo, Chief Executive Officer
Tel. No.: (852) 5138 1632
Investors are cautioned that, except as disclosed in the management information circular or listing 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 the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction 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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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