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8-K - CURRENT REPORT - Environmental Packaging Technologies Holdings, Inc. | epti8k.htm |
Exhibit 99.1
Environmental
Packaging Technologies Holdings, Inc Announces Proposed Sale of Its
Wholly-Owned Subsidiary and Sole Operating
Asset
HOUSTON, TX / ACCESSWIRE / April 5, 2018 / As described in a
letter agreement (the "LA")
dated March 29, 2018, by and between Blue Bay Capital Inc., a
British Columbia corporation (BLUE.P) ("Blue Bay") and Specialty Liquid
Transportation Corp., a recently formed, private company
incorporated under the laws of British Columbia ("SLTC"), SLTC has agreed to acquire 100%
of the issued and outstanding shares of common stock of
Environmental Packaging Technologies, Inc. (OTC PINK: EPTI), a
Delaware corporation and a wholly-owned subsidiary and the sole
operating asset (the "Operating
Subsidiary") of Environmental Packaging Technologies
Holdings, Inc. (Grey Market: EPTI) (the "Company"), in exchange for: (a) the
issuance to the Company of 85,000,000 common shares in the capital
of SLTC; and (b)the assumption by SLTC of US $5,000,000 of
outstanding indebtedness of the Company and the Operating
Subsidiary (collectively, the "Acquisition"). Subsequent to the closing
of the Acquisition (the "Acquisition Closing"), Blue Bay will
acquire 100% of the issued and outstanding common shares of SLTC
from the SLTC shareholders in a transaction currently contemplated
to be a stock exchange pursuant to which each holder of common
shares of SLTC will receive one common share of Blue Bay in
exchange for each common share of SLTC owned by each SLTC
shareholder (the "Transaction") such that upon completion
of the Transaction the shareholders of SLTC will own the majority
of the outstanding shares of Blue Bay. The Transaction will qualify
as Blue Bay's "Qualifying Transaction" within the meaning of Policy
2.4 – Capital Pool
Companies of the TSX Venture Exchange (the "TSXV").
As the
Company's sole operating asset, the Operating Subsidiary generates
all of the consolidated revenues of the Company.
The
closing of the Transaction (the "Transaction Closing") is subject to certain closing
conditions, including (a)the receipt by SLTC of no less than
$CDN3,000,000 of gross proceeds in a proposed private placement of
subscription receipts of SLTC (the "Funding Condition"); (b) the
shareholders of SLTC and Blue Bay approving the Transaction; and
(c) the Acquisition Closing.
David
Skriloff, the Chairman, Chief Executive Officer, sole director and
a shareholder of the Company and the Chief Executive Officer and
sole director of the Operating Subsidiary and Shane Sims, the
President and Chief Operating Officer of the Operating Subsidiary
and a shareholder of the Company, own 1,000,000 common shares and
750,000 common shares of SLTC, respectively. At closing, SLTC will
have 5,000,000 common shares issued and outstanding including the
1,750,000 common shares owed in the aggregate by Messrs. Skriloff
and Sims, who acquired their respective common shares from SLTC for
nominal consideration.
Upon
the Transaction Closing, Mr. Skriloff, currently also the President
of SLTC will become the Chief Executive Officer and a Director of
Blue Bay and Mr. Sims will become the Chief Operating Officer of
Blue Bay.
It is
anticipated that SLTC shall, commencing on or about April 12, 2018,
conduct a private placement of up to $CDN1,500,000 of units (the
"Unit Offering"), with each
unit consisting of a $1,000 principal amount of 10% subordinated
unsecured convertible debenture (the "Convertible Debentures") and such number
of common share purchase warrants (the "Warrants") as is equal to $1,000 divided
by three (3) times the purchase price of a subscription receipt
offered in connection with the Funding Condition. Each Warrant
entitles the holder thereof to purchase one (1) common share of
SLTC at an exercise price of CDN$0.45 for a period commencing on
the day of the Transaction Closing and ending 18-months from the
date of issuance. Each Convertible Debenture (a) matures on the
date that is six (6) months from the date of issuance; and (b)
automatically converts into the equivalent securities underlying
the subscription receipts being offered in the Funding Condition
immediately prior to the Transaction Closing. SLTC expects to lend
the Operating Subsidiary the proceeds received from the Unit
Offering, on terms mutually agreeable to SLTC and the Operating
Subsidiary.
In
addition to the Funding Condition and the Acquisition Closing, the
Transaction Closing is also subject to satisfaction of various
other conditions precedent including, but not limited to, receipt
of all required regulatory, corporate, shareholder and third party
approvals, including approval of the TSXV , approval of the
shareholders of the Company, the negotiation and execution of
definitive agreements between Blue Bay and SLTC, Blue Bay
immediately following the Transaction Closing meeting the criteria
for listing under the rules and regulations of the TSXV,
satisfactory due diligence by each of Blue Bay and SLTC and TSXV
acceptance or waiver of a sponsorship report supporting the
Transaction.
It is
expected that following the Acquisition Closing and the Transaction
Closing and prior to any shares issued from the capital raises,
Blue Bay shall have 94,000,000 common shares issued and
outstanding.
No
assurances can be given of the final structure, terms and/or
conditions of the Acquisition and Transaction and/or when, if ever,
each or both will close.
About the Operating Subsidiary
The
Operating Subsidiary (Environmental Packaging Technologies, Inc., a
Delaware corporation (www.eptpac.com))
is a wholly-owned subsidiary and the only operating asset of the
Company. The Operating Subsidiary generates all revenues of the
Company, on a consolidated basis. The Operating Subsidiary is based
in the United States of America and is a global logistics company.
The Operating Subsidiary believes it is a pioneer in the field of
flexitank manufacturing, and is the only company manufacturing its
products in the United States. The Operating Subsidiary's flexitank
product is a soft sided single use container enabling bulk shipment
of non-hazardous liquids. One flexitank can hold up to 24,000
liters of liquids.
With
the introduction of its patent-pending LiquiRideTM product, the
Company believes that it opened the market for flexitanks to be
utilized in 40' and 53' containers and trailers in both dry and
refrigerated configurations allowing for the first time shipments
of liquid requiring temperature controls.
The
Operating Subsidiary's flexitanks are used to ship a wide variety
of liquids including latex and other chemicals, edible oils, wine,
petroleum based products and many others. The Operating Subsidiary
provides flexitanks to shipping companies, logistics companies,
manufacturer suppliers and consumer product manufacturers in more
than 50 countries around the world and has offices in the US, South
Korea, the Netherlands and Argentina.
Forward Looking Statement Disclaimer
This
press release contains projections and other forward-looking
statements regarding future events or future financial performance
of the Operating Subsidiary. All statements other than present and
historical facts and conditions contained in this release,
including any statements regarding the Operating Subsidiary's
future results of operations and financial positions, business
strategy, plans and the Operating Subsidiary's objectives for
future operations, are forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended). These
statements are only predictions and reflect the Operating
Subsidiary's current beliefs and expectations with respect to
future events and are based on assumptions and subject to risk and
uncertainties and subject to change at any time. New risks emerge
from time to time. Given these risks and uncertainties, you should
not place undue reliance on these forward-looking statements.
Actual events or results may differ materially from those contained
in the projections or forward-looking statements. Some of the
factors that could cause actual results to differ materially from
the forward-looking statements contained herein include, without
limitation: (i) the contraction or lack of growth of markets in
which the Operating Subsidiary competes and in which its products
are sold (ii) unexpected increases in the Operating Subsidiary's
expenses, including manufacturing expenses, (iii) the Operating
Subsidiary's inability to adjust spending quickly enough to offset
any unexpected revenue shortfall, (iv) delays or cancellations in
spending by our customers, (v) unexpected average selling price
reductions, (vi) the significant fluctuation to which the Operating
Subsidiary's quarterly revenue and operating results are subject
due to cyclicality in the transport/ logistics industry, (vii) the
Operating Subsidiary's inability to anticipate the future market
demands and future needs of our customers, and (viii) other factors
detailed in documents the Company filed from time to time with the
Securities and Exchange Commission. Forward-looking statements in
this release are made pursuant to the safe harbor provisions
contained in the Private Securities Litigation Reform Act of
1995.
For further inquiries, please contact
C-2
Partners
Bud
LaCombe
Tel: +1
(310) 601-8590
Email: bud@c2partners.us
SOURCE: Environmental Packaging Technologies Holdings,
Inc.