Kontrol Energy Announces Plan of Arrangement for Spin-Off of Engineering Unit
TORONTO, January 22, 2020 - Kontrol Energy Corp. (CSE: KNR, OTCQB: KNRLF, FSE:1K8) (“Kontrol” or "Company") today announced its intention to spin-off its wholly owned subsidiary, Efficiency Engineering Inc. (“EEI”), a firm providing engineering services to industrial, municipal and commercial building owners across Canada. EEI provides its customers with detailed energy efficiency analysis, energy audits, management of facility system solutions, electrical and mechanical design, and energy conservation studies.
It is proposed that the spin-out would be effected by way of a plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (British Columbia) which would see shareholders of Kontrol receive an aggregate of 20,000,000 shares of EEI pro rata to their holdings of Kontrol as at the record date, and Kontrol would retain 4,000,000 shares of EEI post-Arrangement. Additional information regarding distributions to shareholders will be disclosed by way of circular in the coming weeks.
Following successful completion of the Arrangement, EEI will seek an independent listing of its common shares on the Canadian Securities Exchange (CSE), subject to meeting the requirements of the CSE.
The Arrangement is being undertaken by Kontrol to focus its efforts on its core business of developing its technology and solutions revenues, while seeking to maximize shareholder value of EEI by placing those assets in a separate public company. It is anticipated that the Arrangement will allow investors to more accurately evaluate Kontrol business relative to its peers and allow shareholders to participate in the growth opportunities that may become available through EEI’s holding strategy.
Kontrol’s board of directors has unanimously approved the arrangement and recommends that Kontrol’s shareholders vote in favor of the arrangement at the special meeting of shareholders to be scheduled in the coming months. The Arrangement must be approved by a resolution passed by at least 66⅔% of the votes cast by the Kontrol shareholders present in person or by proxy at the meeting, as well as by approval of a majority of the minority shareholders in accordance with Multilateral Instrument 61-101. In addition to that approval, completion of the arrangement will be subject to certain customary conditions, including the approval of the BC Superior Court of Justice.
Details of the Arrangement and the meeting will be set out in Kontrol’s management information circular that will be mailed to shareholders in respect of the meeting to approve the transaction.
About Efficiency Engineering Inc.
Since 1990, Efficiency Engineering Inc. (EEI) has been working with our clients to provide thorough and cost-effective energy auditing, measurement & verification (M&V), energy project assessment, mechanical, electrical and renewable design, and LEED facilitation. EEI uncovers, design, and manage facility systems solutions, with emphasis on economic feasibility and energy savings.
About Kontrol Energy Corp.
Kontrol Energy Corp. (CSE: KNR) (OTCQB: KNRLF) (FSE: 1K8) is a leader in the energy efficiency and smart building sector through IoT, Cloud and SaaS technology. With a disciplined mergers and acquisition strategy, combined with organic growth, Kontrol Energy Corp. provides market-based energy solutions to our customers designed to reduce their overall cost of energy while providing a corresponding reduction in greenhouse gas (GHG) emissions.
Kontrol Energy is one of Canada’s fastest growing companies in 2018 and 2019 as ranked by Canadian Business and Maclean’s.
Additional information about Kontrol Energy Corp. can be found on its website at www.kontrolenergy.com and by reviewing its profile on SEDAR at: www.sedar.com
Contact us at admin@kontrolenergy.com Kontrol Energy Corp., 180 Jardin Drive, Unit 9, Vaughan, ON L4K 1X8 Tel: 905.766.0400, Toll free: 1.844.566.8123
For further information, contact:
Paul Ghezzi, Chief Executive Officer
paul@kontrolenergy.com
Kontrol Energy Corp.,
180 Jardin Drive, Unit 9, Vaughan, ON L4K 1X8
Tel: 905.766.0400
Toll free: 1.844.566.8123
Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward Looking Statements:
Certain information included in this press release, including information relating to future financial or operating performance and other statements that express the expectations of management or estimates of future performance constitute “forward-looking statements”. Such forward-looking statements include, without limitation, statements regarding possible future acquisitions, organic growth, the provision of solutions to customers and Greenhouse Gas emissions reductions, proposed financial savings and sustainable energy benefits and energy monitoring. Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief are based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that suitable businesses and technologies for acquisition and/or investment will be available, that such acquisitions and or investment transactions will be concluded, that sufficient capital will be available to the Company, that technology will be as effective as anticipated, that organic growth will occur, and others. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to, lack of acquisition and investment opportunities or that such opportunities may not be concluded on reasonable terms, or at all, that sufficient capital and financing cannot be obtained on reasonable terms, or at all, that technologies will not prove as effective as expected, that customers and potential customers will not be as accepting of the Company’s product and service offering as expected, and government and regulatory factors impacting the energy conservation industry. Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Company does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law.