Calgary, Alberta--(Newsfile Corp. - October 29, 2021) - Cleantek Industries Inc. ("Cleantek") is pleased to announce that it has completed the previously announced business combination (the "Transaction") with Raise Production Inc. (TSXV: RPC) ("Raise") to form "Cleantek Industries Inc." (the "Resulting Issuer") pursuant to an arrangement agreement (the "Arrangement Agreement") dated as of July 12, 2021. In accordance with the TSXV's policies, the Resulting Issuer's shares ("Resulting Issuer Shares") will remain halted for trading until the TSXV issues the final bulletin in respect of the Transaction. Trading of the Resulting Issuer Shares is expected to commence on or about November 4, 2021. The trading symbol of the Resulting Issuer will be "CTEK".
Pursuant to the Arrangement Agreement, the common shares of Raise ("Raise Shares") were consolidated on the basis of one post-consolidation Raise Share for every 58.3 pre-consolidation Raise Shares (the "Consolidation"), such that, after completion of the Consolidation, the holders of Raise Shares ("Raise Shareholders") held an aggregate of 2,979,551 post-Consolidation Resulting Issuer Shares. In connection with the Transaction, Raise issued an aggregate of 18,600,047 Resulting Issuer Shares to Cleantek securityholders at a deemed price of $1.75 per Raise Share. In addition, in connection with the Transaction, the 5,716,123 subscription receipts issued pursuant to the previously announced concurrent financing of Cleantek each converted into one unit of Cleantek, each unit comprised of one Cleantek share and one half of one Cleantek share purchase warrant, and were subsequently exchanged for Resulting Issuer Shares and share purchase warrants on a one-for-one basis pursuant to the Transaction.
In connection with the Transaction, Paul Colucci, Phillip Knoll, Chris Lewis, Reg Greenslade and Jesse Curlett joined Richard McHardy and Al Stark as additional directors of the Resulting Issuer.
As disclosed in the joint management information circular (the "Circular") of Raise and Cleantek dated September 30, 2021, in satisfaction of all severance amounts payable in connection with the Transaction, a total of 205,014 Resulting Issuer Shares were issued to certain officers of Raise at closing at a deemed price of $1.75 per share.
Torys LLP acted as legal counsel to Cleantek. Stikeman Elliott LLP acted as legal counsel to Raise.
Eight Capital acted as financial advisor to Cleantek to the Transaction. In furtherance of their relationship with Cleantek, Eight Capital has elected to receive $100,000 of their advisory fee in Cleantek units in lieu of cash, such units to be issued on the same terms as the financing completed by Cleantek on September 3, 2021, such that, subject to approval of the TSXV, Eight Capital shall receive 57,142 common shares and 28,571 warrants of the Resulting Issuer.
Additional Information for Raise Shareholders
Registered holders of pre-Consolidation Raise Shares were sent letters of transmittal by mail, from the transfer agent, Odyssey Trust Company, providing instructions to exchange share certificates or DRS statements representing pre-Consolidation Raise Shares for their entitlement to post-Consolidation Resulting Issuer Shares. Non-registered shareholders holding Raise Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing the Consolidation and the name change than those that will be put in place for registered shareholders. If shareholders hold their Raise Shares through intermediaries and have questions in this regard, they are encouraged to contact their intermediaries. Further details regarding the Transaction are set out in the Circular, which is available on SEDAR (www.sedar.com) under the Resulting Issuer's profile.
Cleantek is a clean energy technology company focused on hydro-sustainability with operations across North America. Cleantek has developed and commercialized its patented wastewater dehydration technology, the ZeroE, which it rents to its customers for use at gas processing facilities and on drilling rigs. Cleantek's ZeroE technology separates wastewater into (i) clean water which is evaporated and returned to the natural hydrological cycle and (ii) concentrated brine which is disposed of using traditional means. The ZeroE technology is powered by the waste heat generated from the engine exhaust of gas plants and drilling rigs.
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. The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward looking statements" including, for example, statements relating to the completion of the Transaction. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of regulatory approvals, including final approval from the TSXV, the state of the capital markets, the impact of the COVID-19 pandemic, the ability of the Resulting Issuer to successfully manage the risks inherent in pursuing business opportunities in the oilfield services industry, and the ability of the Resulting Issuer to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement reflects information available to Cleantek as of the date of this news release and, except as may be required by applicable securities laws, Cleantek disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
Cleantek Industries Inc.
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 news release.
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