ESG Capital 1 Inc. Announces Receipt of TSXV Conditional Approval and Filing of Filing Statement
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.
TORONTO, April 19, 2023 (GLOBE NEWSWIRE) — ESG Capital 1 Inc. (“ESG” or the “Corporation”) (TSX-V: ESGO.P), is pleased to announce that the TSXV Venture Exchange (the “Exchange” or the “TSXV”) has conditionally approved the previously announced proposed business combination with Full Circle Lithium Inc. (“Full Circle”) by way of an arm’s length reverse-takeover transaction (the “Proposed Transaction”), which will constitute ESG’s Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of Corporate Finance Manual of the Exchange).
In connection with the Proposed Transaction, the Corporation has filed its filing statement dated April 14, 2023 (the “Filing Statement”) on the Corporation’s SEDAR profile. Investors are encouraged to review the Filing Statement on the Corporation’s SEDAR profile at www.sedar.com, as well as the press releases of the Corporation dated November 7, 2022 and January 17, 2023. The Filing Statement provides detailed information about, among other things, the Proposed Transaction, Full Circle, and the resulting company following completion of the Proposed Transaction (the “Resulting Issuer”).
Assuming all conditions are satisfied, the Corporation and Full Circle anticipate closing of the Proposed Transaction to occur on or around April 20, 2023, and that trading of the Resulting Issuer’s common shares will commence shortly thereafter. The Corporation will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Proposed Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer’s trading symbol will be “FCLI”.
In connection with the Proposed Transaction, the Corporation will change its name to “Full Circle Lithium Corp.” and will consolidate its outstanding share capital on the basis of one post-consolidation common share for approximately every 1.17 outstanding common shares of the Corporation existing immediately before the consolidation.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of any required regulatory and shareholder approvals of Full Circle; (b) acceptance of the Proposed Transaction as the Corporation’s Qualifying Transaction by the Exchange; (c) release of the escrowed proceeds to the Corporation and Full Circle pursuant to the concurrent financing of the Corporation and Full Circle, the closing of which was announced by the Corporation on January 18, 2023; and (d) receipt of approval for the listing of the common shares of the Resulting Issuer by the Exchange, all subject to the completion of the Proposed Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be considered highly speculative. Shares of the Corporation are currently halted from trading on the Exchange, and trading is not expected to resume until after closing of the Proposed Transaction.
About Full Circle Lithium Inc.
With a fully permitted lithium processing plant in Georgia, USA and a complement of experts, Full Circle is a lithium processor focused on lithium and battery materials reintegration to meet the demand for crucial battery-grade raw materials, utilizing proprietary technology and know-how. Full Circle is focused on three complementary battery material processing divisions: battery recycling from end-of-life lithium-ion batteries, lithium feedstock recycling from industrial and chemical feedstock, and lithium refinery from upstream feedstock. Full Circle is a private company incorporated under the laws of the Province of Ontario on May 24, 2022.
About ESG Capital 1 Inc.
ESG Capital is a capital pool company created pursuant to the policies of the TSXV and intends that the Proposed Transaction will constitute its “Qualifying Transaction” under the policies of the TSXV. The Transaction will not constitute a non-arm’s length qualifying transaction or a related party transaction pursuant to the policies of the TSXV. Certain officers and directors of ESG hold in aggregate 5,650,000 Full Circle Shares, representing approximately 16.03% of the Full Circle Shares. It does not own any assets, other than cash or cash equivalents and its rights under the LOI. The principal business of ESG Capital is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSXV so as to complete a Qualifying Transaction in accordance with the policies of the TSXV.
For more information about ESG Capital, please contact Robert Pollock, Chief Executive Officer, at:
Robert Pollock President, CEO, CFO, Corporate Secretary and Director
E: [email protected]
T: 416 214-9672
Forward-Looking Statements Disclaimer
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.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. ESG Capital assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to ESG Capital. Additional information identifying risks and uncertainties is contained in filings by ESG Capital with the Canadian securities regulators, which filings are available at www.sedar.com.
Completion of the Proposed Transaction is subject to a number of conditions, including the receipt of all necessary regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. The ESG Capital common shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. ESG Capital is a reporting issuer in Alberta, British Columbia, and Ontario. ESG Capital 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 required by law.
