Saint Jean Carbon to Acquire Process Research Ortech
OAKVILLE, July 09, 2019 - Saint Jean Carbon Inc. (“Saint Jean” or the “Company”) (TSX-V: SJL) (OTCQB: TORVF), a carbon science company engaged in the design and build of green energy storage, green energy creation and green re-creation through the use of carbon materials is pleased to announce the signing of an arm’s length term sheet on June 28th 2019 to acquire Process Research Ortech Inc. (PRO).
PRO is a privately held world renowned mineral processing and metallurgical facility in Mississauga Ontario serving the cleantech, mining, metallurgical, recycling and chemical industries. PRO was formed in 1999 after privatization efforts by the Ontario Government of the former Ontario Research Foundation which has successfully carried out research and development work for over 70 years developing numerous solutions for companies worldwide.
The acquisition will enable strategic growth of both companies towards the commercialization of a wide variety of materials and products through direct access to internationally recognized technical and business experts. In addition, the facility at PRO has all the permits and equipment necessary to take on a vast array of mineral processing and metallurgical projects which include: hydrometallurgy, pyrometallurgy, electrometallurgy. With the support of Saint Jean, the goal would be to expand and commercialize PRO’s current portfolio of IP.
Under the terms of the transaction, Saint Jean Carbon will issue 20,000,000 shares and a half warrants at $0.07 for 36 months. PRO’s management will retain their positions in the company for minimum of 18 months and will be entitled to options through the company’s employment option plan. Within the lease the Company will have an option to purchase the property and building for $3,200,000.00 for a period of 18 months. Closing is expected to be within 45 days. The issuance of capital stock is subject to regulatory approval.
Highlights of the deal
A portfolio of ongoing projects with high growth potential
Strong and loyal customer base which include large mining corporations
Processing facilities complete with environmental permits
Highly experienced management team, permanent staff and consultants
Vast array of equipment and services to characterize and process materials
Strong Portfolio of IP which include patents and innovations developed at PRO
V.I. Lakshmanan Ph. D., FCAE, MIMM, FCIM Vice Chairman and CEO, commented, “We are very pleased to have structured a deal with Saint Jean, we believe in their vision and certainly see the fit and how complimentary our businesses will blend together. The demand for raw materials for energy storage will continue to grow, with this partnership, we will be ready to supply the high quality materials to market. Our clients will continue to receive the great service they have come to expect, all of our employees will continue and be a part of the future growth and opportunities.”
Paul Ogilvie CEO, commented, “We feel honored to have this opportunity to acquire a world class company with a fantastic group of people. Our capabilities have just grown significantly, our opportunities to grow has also. We feel strongly that the acquisition will make us very competitive and keep us very flexible with the vast number of minerals we can process. The minerals used today in a battery is not the material of the future, the chemistry is on a very changing landscape, and we are ready for it.”
The shares of the Company are halted and will remain halted pending satisfaction of the requirements of Exchange Policy 5.3 for Fundamental Acquisitions.
About Saint Jean Carbon
Saint Jean is a publicly traded carbon science company, with specific interests in energy storage and green energy creation and green re-creation, with holdings in graphite mining claims in the province of Quebec in Canada. For the latest information on Saint Jean’s properties and news please refer to the website: http://www.saintjeancarbon.com/.
On behalf of the Board of Directors
Saint Jean Carbon Inc.
Paul Ogilvie, CEO and Director
Information Contact :
Tel: (905) 844-1200
Neither 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.
FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Saint Jean’s business and affairs. In certain cases, forward-looking statements can be identified by the use of words such as ‘‘plans’’, ‘‘expects’’ or ‘‘does not expect’’, “intends” ‘‘budget’’, ‘‘scheduled’’, ‘‘estimates’’, “forecasts’’, ‘‘intends’’, ‘‘anticipates’’ or variations of such words and phrases or state that certain actions, events or results ‘‘may’’, ‘‘could’’, ‘‘would’’, ‘‘might’’ or ‘‘will be taken’’, ‘‘occur’’ or ‘‘be achieved’’. Such forward-looking statements include those with respect to the future payments required to be paid to the Vendor of the Lochaber mining property.
These forward-looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. The forward-looking statements in this news release assume, inter alia, that the Company will be able to fund the required cash payments.
Although Saint Jean believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that these expectations will prove to be correct. There are risks which could affect Saint Jean’s future results and could cause the results to differ materially from those expressed in these forward-looking statements including closing failure or delay, the impact of general economic conditions in Canada and globally and the risk that they will deteriorate, industry conditions, including fluctuations in the price of supplies and the risk that they will increase, that required consents and approvals from regulatory authorities will not be obtained and the liabilities and risks inherent in Saint Jean’s operations.
Statements of past performance should not be construed as an indication of future performance. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors, including those discussed above, could cause actual results to differ materially from the results discussed in the forward-looking statements. Any such forward-looking statements are expressly qualified in their entirety by this cautionary statement.
All of the forward-looking statements made in this press release are qualified by these cautionary statements. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking information is provided as of the date of this press release, and Saint Jean assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required under applicable securities laws.