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Ecolomondo Announces Closing Of Private Placement And Early Warning Report
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June 23, 2025, Montréal, Quebec – Ecolomondo Corporation (TSXV: ECM) (OTC: ECLMF) (the “Company” or “Ecolomondo”), a leading Canadian innovator in sustainable scrap tire recycling technology, is pleased to announce that it completed its previously announced non-brokered private placement (the “Offering”) for gross proceeds of C$500,000.13 from the sale of 3,100,776 units of the Company (each, a “Unit”) at a price of C$0.16125 per Unit.
Each Unit was comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one Common Share of the Company (each, a “Warrant Share”) at a price of C$0.24 at any time on or before that date which is 2 years after the closing date of the Offering, provided that if the closing price of the Common Shares on the TSX Venture Exchange is equal to or greater than $0.35 for a period of 10 consecutive trading days, the Company may accelerate the expiry date of the Warrants by disseminating a press release within 7 calendar days after the 10th trading day, and in such case the Warrants will expire on the 30th day after the date on which such press release is disseminated.
At the closing of the Offering, the Company paid Ventum Financial Corp. (“Ventum”) a cash commission of $11,706.75, equal to 6.0% of the gross proceeds of the Offering resulting from purchasers introduced by Ventum. The Company plans to allocate the net proceeds from the Offering for projected capital expenditures and for general working capital purposes to meet strategic objectives and commitments, including the acceleration of the production ramp-up of the new Hawkesbury TDP facility and the initial planning, preparation and legal expenses of the project in Shamrock, Texas. The Offering is subject to final approval of the TSX Venture Exchange.
The Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as Mr. Eliot Sorella, a director and Executive Chairman of the Company, indirectly participated in the Offering. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR+ under the Company’s profile at www.sedarplus.ca. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering were not settled until shortly prior to the conclusion of the Offering, and the Company wished to complete the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25% of the Company’s market capitalization. The Offering was previously approved by the board of directors of the Company, including disinterested directors. No special committee was established in connection with the transaction, and no materially contrary view was expressed or made by any director.
The Units issued under the Offering will be subject to a hold period ending on the date that is four months plus one day following the date of issue, in accordance with applicable securities laws. None of the securities sold under the Private Placement have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
Early Warning Report
Immediately prior to the Offering, Mr. Sorella owned, directly and indirectly, 169,109,812 Common Shares of the Company, which represented 75.6% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 75.9% on a partially diluted basis, based on 1,777,429 stock options that Mr. Sorella owns to acquire 1,777,429 Common Shares and 1,111,112 warrants to acquire 1,111,112 Common Shares. Immediately following the closing of the Offering, Mr. Sorella subscribed to 488,466 Units of the Company and now owns, directly and indirectly, 169,598,278 Common Shares of the Company, which represent 74.78% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 75.15% on a partially diluted basis, assuming the 1,599,578 warrants and 1,777,429 options are exercised and converted to Common Shares.
This news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, persons who wish to obtain a copy of the early warning report to be filed by Mr. Sorella in connection with this Offering herein may obtain a copy of such reports from www.sedarplus.ca or by contacting the person named below.
The Company remains focused on its mission to deploy its cutting-edge technology that transforms waste into valuable resources, contributing to a circular economy and reducing environmental impact.
CURRENT EVENTS
A new webinar on “Journey to Profitability: Unlocking Ecolomondo’s ($ECM) Growth Potential” explores the Company’s progress and future direction. Executive Chairman Eliot Sorella discusses updates on the new milling line at the Hawkesbury TDP facility, growth targets, loan amendment agreements with Export Development Canada (EDC) and more. The webinar can be viewed at https://www.youtube.com/watch?v=7Rf4__bqpKk
New Ecolomondo Podcast Available
The Company’s Executive Chairman, Eliot Sorella, recently participated in a podcast in the series “Stock to Watch”. The video is available on:
Ecolomondo Corporation, headquartered in Québec, is a Canadian cleantech company that takes pride in its proprietary Thermal Decomposition technology (TDP). It has a 25-year history and during this time has been focused on its development of its technology and the deployment of TDP turnkey facilities. TDP recovers high value re-usable commodities from scrap tire waste, notably rCB, oil, syngas, fiber and steel. Ecolomondo expects to be a leading player in the cleantech space and be an active contributor to the global circular economy. Ecolomondo trades in Canada on the TSX Venture Exchange under the symbol (TSXV:ECM) and in the United States under the symbol (OTCQB:ECLMF). To learn more, visit www.ecolomondo.com
Revenue Streams of TDP Facilities
Revenues from TDP turnkey facilities will come from selling of the end-products they produce, namely recovered carbon black, oil, gas, fiber and steel and from tipping fees (or disposal fees) for the processing of scrap tires.
About the Hawkesbury Plant – A 2-Reactor TDP Facility
The Hawkesbury facility building is 46,200 sq.ft and has an indoor clearance of 28 feet. It is state-of-the-art and houses 3 main production departments, tire shredding, thermal decomposition and recycled carbon black refining. Once fully operational, this facility is expected to process over 1.5M of scrap tires per year and produce 4,500 MT of recovered carbon black, 5,400 MT of oil, 2,250 MT of steel, and to process 1,350 MT of process gas.
About the Shamrock Project – A 6-Reactor TDP Facility
Processing capabilities for the Shamrock facility is projected at 5 million end-of-life tires per year, yielding approximately 15,000 MT of recovered carbon black, 18,000 MT of oil, 7,500 MT of steel, and to process 4,500 MT of syngas; roughly three times the size of the Company’s Hawkesbury (Ontario) plant output that is expected to soon commence regular commercial operations. Facility construction is expected to begin by the third quarter of 2025 and projected to cost approximately US$93 million.
Our Mission, Vision & Strategy
Ecolomondo’s mission is to be a contributing participant in a dynamic Circular Economy and to increase shareholder value by producing and supplying large quantities of recovered resources to be re-used in the manufacture of new products.
Ecolomondo’s vision is to be a leading producer and reseller of recovered resources by building and operating TDP facilities, strategically located in industrialized countries, close to feedstock, labor and offtake clients.
Our strategy is to become a major global builder and operator of TDP turnkey facilities, for now specializing in the processing of ELTs. Our intent is to expand aggressively in North America and Europe. Our experience and modular technology should help us get there faster and better. We plan to keep performing ongoing research and development to ensure that Ecolomondo remains technologically advanced.
ISCC Certification
Environmental, Social & Governance (ESG)
On the social aspect the Company plans to measure global health and safety, injury rate and gender diversity, and finally in the corporate governance aspect, the Company is measuring ethics and anticorruption, ESG reporting and board independence.
About TDP
The TDP process is technically proven and more advanced than most other pyrolysis technologies. Over the years, our Technological teams were able to overcome all uncertainties that plagued most competitors especially in these areas: pre-filtration, reactor cooling, reactor rotation, water recycling, processing of rCB, (hydrocarbon removal), mass monitoring, heat curve development, humidity and water removal, safety testing, system automation, emissions control and monitoring.
TDP is Environmentally Friendly – CO2 Reduction
By producing rCB, TDP reduces GHG emissions by 90% versus the production of virgin carbon black. The production of rCB at the Hawkesbury and Shamrock facilities are expected to reduce CO2 emissions by 15,000 and 45,000 tons per year, respectively.
Please follow Ecolomondo on Twitter, Facebook, LinkedIn, Instagram and YouTube.
Twitter: https://twitter.com/EcolomondoECM
Facebook: https://www.facebook.com/EcolomondoECM
LinkedIn: https://www.linkedin.com/company/ecolomondo/
Instagram: https://www.instagram.com/ecolomondoecm/
YouTube: https://www.youtube.com/@Ecolomondo
Ecolomondo Corporation Contact
JF Labbé
Interim CEO, Ecolomondo
Tel: (450) 587-5999
jflabbe@ecolomondocorp.com
Cautionary Note Regarding Forward Looking Statements
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Although Ecolomondo believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Ecolomondo disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward- looking statements or otherwise.
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.
Not for distribution to U.S. news wire services or for dissemination in the United States