TORONTO, ONTARIO — (Marketwired) — 10/08/14 — Environmental Waste International Inc. (TSX VENTURE: EWS) (“EWS”) announced that the exclusivity period under the non-binding letter of intent (“LOI”) dated September 6, 2014, regarding the proposed acquisition of all of the issued and outstanding common shares of EWS by A.C. Simmonds and Sons, Inc. (OTCQB: ACSX) (“ACS”) in exchange for ACS common stock, has been extended to November 5, 2014. This will allow both parties additional time to finalize a Definitive Agreement. The LOI will remain binding on EWI and ACS until November 5, 2014.
Under the terms of the Proposed Acquisition, ACS will issue to the shareholders of EWS one ACS Share for every 40 EWS Shares. The Proposed Acquisition is premised on a deemed acquisition price of $0.25 per EWS Share and a deemed issue price of $10 per ACS Share.
Under the terms of the LOI, EWS may issue up to 20 million common shares pursuant to one or more equity private placements without any change to the 40 for 1 exchange ratio. EWS has issued 10 million common shares since September 6, 2014.
EWS specializes in eco-friendly systems for the breakdown of organic materials such as tires. EWS 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 into valuable commodities including carbon black, oil and steel. Each unit is designed to be energy efficient and economically self-sustaining.
ACS, with lineage through its management team to 96 years of business experience, is a Canadian based company with interests across North America and a growing international presence. The Company is focused on acquiring profitable businesses for expansion and development in several growth sectors: international food, oil and gas, waste management, mold remediation, renewable energy, disruptive technology, real estate, leisure and entertainment. John G. Simmonds, Chairman and CEO, co-founded the largest Canadian golf course operation and has successfully established and grown companies and built effective teams. Mr. Simmonds has served as chairman and a member of the board of directors of several public companies.
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Full details of the Proposed Acquisition will be included in the Definitive Agreement and the management information circular expected to be filed with the regulatory authorities and mailed to the security holders of EWS in accordance with applicable securities laws. All security holders of EWS are urged to read the management information circular once it becomes available as it will contain additional important information about the Proposed Acquisition. There can be no assurance that that a Definitive Agreement will be entered into or that the Proposed Acquisition will be completed.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains forward-looking information, as such term is defined in applicable securities laws. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, contemplate, intend, estimate and similar expressions, or are those which, by their nature, refer to future events. Forward-looking information includes, without limitation, the definitive terms and the outcome of the Proposed Acquisition and other similar information concerning anticipated future events, conditions or results that are not historical facts. Specifically, the LOI is subject to numerous conditions including the completion of a satisfactory due diligence and the negotiation and execution of the Definitive Agreement. This press release also contains forward-looking statements and information concerning the anticipated timing and completion of the execution of the Definitive Agreement. EWS and ACS provided these anticipated times in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required for both EWS and ACS to complete their respective due diligence investigations. These forward-looking statements represent management–s best judgment based on current facts and assumptions that management considers reasonable, including that the parties will successfully negotiate a mutually satisfactory Definitive Agreement, completion of satisfactory due diligence by each of EWI and ACS, that all necessary approvals will be obtained from EWI shareholders and from all applicable regulatory bodies and third parties and all other conditions to completion of the Proposed Acquisition will be satisfied or waived. EWS and ACS caution readers that all forward-looking information is inherently uncertain and that actual performance may be affected by a number of material factors, including those discussed more fully elsewhere in this release and in documents which may be filed with applicable securities regulatory authorities, many of which are beyond EWS–s or ACS–s control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and neither EWS nor ACS assumes any obligation to update or alter any forward-looking information unless required by applicable laws.
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.
Contacts:
Environmental Waste International Inc.
Bob MacBean
CFO
(905) 686-8689 or (800) 399-2366
A.C. Simmonds and Sons Inc.
Don Fenton
Director of Communications
416-434-3681