Environmental Waste International Announces Debt Conversions
Toronto, Ontario--(Newsfile Corp. - May 25, 2021) - Environmental Waste International Inc. (TSXV: EWS) (the "Company") is pleased to announce that it has entered into two debt conversion agreements (the "Debt Conversions") with EWI Investors LLC (of which Robert Savage is the Managing Member and a director of the Company) and Bob MacBean, Chief Executive Officer of the Company (collectively, the "Related Creditors"). The Debt Conversions provide for an aggregate of $1,282,017 of the Company's outstanding debts to be settled through the issuance of an aggregate of common shares at a price equal to the higher of $0.23 or the volume weighted average trading price of the common shares for the ten (10) days following the date hereof.
This is the latest in a series of transactions to improve the Company's balance sheet so that it will be better able to take advantage of demand for the Company's technology, including recently announced developments.
The Debt Conversion agreement with EWI Investors, LLC, is in respect of the settlement of $1,119,517 owing under the promissory note dated April 12, 2017, as amended on September 16, 2019 (the "EWI Investors Settlement"). The Debt Conversion with Bob MacBean is in respect of the settlement of $162,500 pursuant to a salary and expense deferral agreement dated September 12, 2019 (the "MacBean Settlement"). The common shares issued pursuant to the Debt Conversions will be subject to a statutory hold period of four months and a day from the date of issuance.
Under the policies of the TSX Venture Exchange ("TSXV"), the EWI Investors Settlement requires the approval of disinterested shareholders of the Company because EWI Investors, LLC will become a new control person of the Company since it will own over 20% of the Company's common stock. The Company will seek shareholder approval of the EWI Investors Settlement at its upcoming annual and special shareholders' meeting scheduled for July 7, 2021 (the "Meeting"). Further information in respect of the EWI Investors Settlement will be provided in the management information circular mailed to shareholders in connection with the Meeting. The MacBean Settlement is not subject to shareholder approval and will close on or about June 8, 2021.
The participation in the Debt Conversions by the Related Creditors constitute "related party transactions" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") under applicable securities laws (the "Related Party Transactions"). The Company is relying on exemptions from the MI 61-101 formal valuation and minority approval requirements applicable to related party transactions available as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, each of the Related Party Transactions, exceeds 25% of the Corporation's market capitalization at the time at which such transactions were agreed to. The Related Party Transactions were approved by directors of the Company who are independent of the related parties.
The securities offered pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Environmental Waste International Inc.
Environmental Waste International Inc. specializes in eco-friendly systems for the breakdown of organic materials, including tires. The Company has spent over 15 years engineering systems that integrate the EWS patented Reverse Polymerization™ process and proprietary microwave delivery system. EWS's unique microwave technology safely processes and recycles waste tires, while recovering highly valuable commodities, including carbon black, oil and steel. Each unit is designed to be environmentally safe, energy efficient, and economically profitable for the operator. For more information please visit, www.ewi.ca.
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This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company's continuous disclosure filings, which are available at www.sedar.com.
Neither the 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.
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