OTTAWA, Dec. 13, 2019 /CNW/ - Clearford Water Systems
Inc. ("Clearford" or the "Company"), (TSXV: CLI), today announced
that it has entered into amending agreements on its convertible
debentures and provided an option to an existing debtholder to
acquire 25% of its subsidiary, UV Pure Technologies Inc. (UVP) for
$1 million. Additionally, it
announced that it has entered into a new US$1.99 million with Sustainable Water Recycling
Inc..
The Company announced that it has entered into an agreement with
its convertible debenture holders to amend the terms of four of its
convertible debentures. The amendments remove the conversion
feature which would have allowed the debtholder to convert the debt
into shares of the Company at a conversion price of $0.20 per share effectively changing the
convertible to a standard secured debt. Additionally, the maturity
date for the debentures have been amended to December 1, 2023 from various maturity dates
between August 5, 2020 to
November 5th, 2023. The total amount
of the convertible debentures affected by these amendments is
C$8,625,000. All other terms remain
the same.
As part of the transaction, the Company's principal lender has
also agreed to waive and assign all security rights over UVP to the
debenture holder.
Additionally, the company has provided a 5 year option to the
debtholder to acquire 25% of UVP through the issuance of new shares
from treasury for $1 million at any
time during the option period. The option provides the company with
potential additional funding for UVP to fund future growth
opportunities.
UVP recently released its third generation product. The new
products include a 100 gallon per minute unit and replaces the
existing sales offering with new robust systems with both NSF and
EPA ratings. The products are currently being certified for
international markets and the Company expects to be in a position
to deliver products into this market in the first half of 2020.
The Company currently has 102,027,729 issued and outstanding
shares, and 159,382,729 on a fully diluted basis. Following the
transaction, the Company will have 102,027,729 issued and
outstanding shares and 116,257,729 on a fully diluted basis. The
fully diluted shareholdings include convertible debentures,
employee stock options and these newly issued warrants.
In addition to the above, the Company through its subsidiary
Clearford Koester Canada Inc, (CKC) entered into a new 10-year loan
agreement with Sustainable Water Recycling Inc. (SWR). The loan
bears an interest rate of 9.75% with interest payable semi-annually
with a 2029 maturity date. The proceeds of the loan will be used
for working capital purposes including interest payments. The loan
agreement will include a general security agreement between CKC and
SWR.
"These amendments allow us additional flexibility to manage our
debt as we continue to progress on delivering our business plan,
launched in 2017, as previously announced, to become a full service
water solutions company", says Kevin
Loiselle, President and CEO of the Company. "We
recently released our Q3 results on SEDAR on November 21st, 2019 which has showed
continued improvement in our operations" he concluded.
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.
About Clearford Water Systems Inc.
Clearford Water
Systems is a provider of unified water management solutions for the
design, deployment, finance and operation of water infrastructure
systems. The Company's technology-based water solutions include
Clearford One® wastewater infrastructure systems,
Clearford M‑brane™ packaged treatment solutions, and a full
range of UV Pure® water disinfection products.
Clearford is the winner of the Frost & Sullivan 2017
Enabling Technology Leadership Award for Global Decentralized
Water & Wastewater Treatment. For more information, visit
www.clearford.com.
About Clearford Koester Canada Inc. (a Clearford
subsidiary)
Clearford Koester Canada Inc. is a manufacturer
of packaged water and wastewater treatment systems for municipal,
commercial and industrial applications. The company designs and
builds custom modular and containerized treatment systems that
integrate advanced technologies like membrane filters, ultraviolet
disinfection, and smart instrumentation and control systems for
highly efficient treatment solutions that address any site
constraints and water quality challenges. The company's M-brane™
membrane bioreactor (MBR) treatment plant has been installed at
sites in Ontario and New York State.
About Clearford Waterworks Inc. and Clearford ASI Inc.
(Clearford subsidiaries)
Clearford Waterworks Inc. and
Clearford ASI Inc. are full-service providers of water and
wastewater systems management including in-field operations and
maintenance, emergency operations, regulatory compliance support,
engineering services and technical assistance and troubleshooting,
and asset management services. The company operates over 170
treatment plants, water distribution and wastewater collection
systems in Ontario for small
municipalities, private developments, golf courses, camps and
campgrounds.
About UV Pure Technologies Inc. (a Clearford
subsidiary)
UV Pure Technologies is a manufacturer of
advanced ultraviolet water disinfection systems for residential,
commercial, industrial, public, and municipal applications. The
company's patented Crossfire Technology® is an
innovative water disinfection solution with over 18,000
installations worldwide. UV Pure has earned an Artemis
Top 50 Clean Tech Company award, Going Green Global
Top 200 award, two Frost & Sullivan Best Practices
Awards, and a Canadian Drinking Water Association award for
innovation. For more information, visit www.uvpure.com.
Forward Looking Statements
This news release contains
certain statements that constitute forward-looking statements as
they relate to the Company and its management.
Forward-looking statements are not historical facts but represent
management's current expectation of future events, and can be
identified by words such as "believe", "expects", "will",
"intends", "plans", "projects", "anticipates", "estimates",
"continues" and similar expressions. Although management
believes that the expectations represented in such forward-looking
statements are reasonable, there can be no assurance that they will
prove to be correct.
By their nature, forward-looking statements include assumptions
and are subject to inherent risks and uncertainties that could
cause actual future results, conditions, actions or events to
differ materially from those in the forward-looking
statements. If and when forward-looking statements are set
out in this news release, Clearford will also set out the material
risk factors or assumptions used to develop the forward-looking
statements. Except as expressly required by applicable securities
law, the Company assumes no obligation to update or revise any
forward looking statements. The future outcomes that relate to
forward-looking statements may be influenced by many factors,
including, but not limited to: industry cyclicality; the ability to
secure third party agreements; successful integration of
Clearford's system with third party technology; competition;
reduction in demand for products; collection from customers;
relationships with suppliers; product liability; intellectual
property; reliance on key personnel; environmental; interest rates;
uninsured and underinsured losses; operating hazards; risks of
future legal proceedings; income tax matters; credit facilities;
availability and terms of financing; distribution of securities;
restrictions on potential growth; effect of market interest rates
on price of securities; and potential dilution.
SOURCE Clearford Water Systems Inc.