OTTAWA, June 22, 2018 (GLOBE NEWSWIRE) -- Braille Energy Systems Inc. (formerly Mincom Capital Inc.) (TSX-VENTURE:MOI) (the “ Company ” or “ BESI ”), is pleased to announce, effective June 21, 2018, the closing of its previously announced reverse takeover and change of business transaction (the " RTO ") pursuant to which it acquired a 89.95% equity position in Braille Holdings, Inc. (" Braille ") as previously described in its news releases dated October 18, 2016, March 15, 2017, August 2, 2017, August 29, 2017, December 6, 2017 and June 8, 2018 and more particularly set out in its information circular dated August 28, 2017 (the " Circular "), which is available under the profile of the Company at www.sedar.com .
The Company's common shares will commence trading on the TSX Venture Exchange (the " TSXV ") as a Tier 2 technology issuer under the symbol "BES" once the TSXV's conditions for listing are satisfied and the TSXV issues its final exchange bulletin confirming the completion of the RTO.
Reverse Takeover
Pursuant to the RTO, Mincom, Braille Holdings, Braille Battery, and Grafoid Inc. (“ Grafoid ”) entered into a share purchase agreement dated March 8, 2017, as amended June 8, 2018 (the “ Share Purchase Agreement ”) whereby Grafoid agreed to sell, and Mincom agreed to purchase, such issued and outstanding shares of Braille Holdings held by Grafoid (the “ Braille Securities ”). The Braille Securities represent 89.95% of the issued and outstanding shares in the capital of Braille. The Purchase Price for the Braille Securities is US$2,000,000 of which US$500,000 was paid in cash on closing, US$500,000 will be paid by way of interest free promissory note (the " Note "), and US$1,000,000 will be paid by the issuance of 10,000,000 Common Shares to Grafoid from the treasury of Mincom at the Closing. The deemed issue price per Common Share is US$0.10. The Note will be interest-free and payable by January 1, 2020 (the " Maturity Date "). Mincom will have the right to repay the Note at any time on or prior to the Maturity Date without penalty.
Financing
In conjunction with the RTO, Mincom closed a non-brokered financing (the “ Financing ”) for aggregate total proceeds of US$1,900,000. Pursuant to the Financing will consists of issuing a 19,000,000 Units at a price of US$0.10. Each Unit will consist of one (1) Common Share and one (1) Warrant. Each Warrant shall be exercisable into one (1) Common Share for an exercise price of $0.18 until for a period of 48 months following the Closing of the Financing. Notwithstanding the foregoing, if at any time after four (4) months and one (1) day following the Closing, the trading price of the Common Shares on the Exchange is equal to or exceeds $0.30 for 10 consecutive trading days, as evidenced by the price at the close of market, the Company shall be entitled to notify the holders of Warrants of its intention to force the exercise of the Warrants. Upon receipt of such notice, the holders of Warrants shall have 30 days to exercise the Warrants, failing which the Warrants will automatically expire. Common shares issued as part of the Financing are subject to a 4-month and 1 day hold period.
In addition to the 10,000,000 common shares issued to Grafoid pursuant to the RTO, Grafoid purchased 4,700,000 Units as part of the Financing. At the close of the Financing and RTO, Grafoid will control 14,700,000 common shares representing 31.27% of the Company on an undiluted basis.
Outstanding Share Capital and Escrow
The Company currently has a total of 47,012,257 common shares issued and outstanding. An aggregate of 7,272,333 common shares and 1,028,451 options are subject to Tier 1 Value Escrow. The 14,700,000 common shares held by Grafoid will be subject to Tier 2 Value Escrow.
About Braille Energy Systems Inc.
Braille Battery is an established battery-manufacturing and energy storage company supplying batteries to the professional motor sports industry and the pioneer of a complete line of lightweight high powered battery systems for the transportation market. Braille Energy Systems (BESI) will expand its market penetration into a wider range of market segments that require light weight, high-performing energy solutions, using the most scientifically advanced materials.
Markets need better performing energy storage solutions to satisfy the huge growth expected in many different sectors like electric vehicles, solar and wind energy storage as well as portable electronic devices. With two manufacturing locations in North America, BESI will provide customers with security of supply, off-the-shelf shipments and superior service.
BESI will penetrate key market segments with superior product performance utilizing graphene based materials, versus competitors offerings.
Disclaimer & Forward Looking Statement
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Mincom's growth, the state of the financial markets, regulatory risks and other factors. Forward-looking statements included or incorporated by reference in this press release include statements with respect to proposed terms of the private placement transaction. There can be no assurance that any statements of forward-looking information contained in this release will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral statements containing forward-looking information are based on the estimates and opinions of management on the dates they are made and expressly qualified in their entirety by this notice. Unless otherwise required by applicable securities laws, Mincom disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any statements of forward-looking information that speak only as of the date of this release. More detailed information about potential factors that could affect Mincom's financial and business results is included in public documents Mincom files from time to time with Canadian securities regulatory authorities and which are available at www.sedar.com.
Braille Energy Systems Inc. Judith Mazvihwa-MacLean CFO 613-447-8521 jmazvihwa@mincomcapital.com
