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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — AGM Information 2009
Mar 3, 2009
64819_rns_2009-03-03_0833ea67-de9a-4f19-a807-f2389e1d8559.pdf
AGM Information
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ABN 28 009 120 405
Environmental Clean Technologies Limited
General Meeting – Chairman’s Address
Early this year ECT announced that it had entered into a non-binding term sheet for the acquisition of all the intellectual property rights in the Coldry technology.
Under the formal agreements that have been negotiated our Company will purchase the units in the Coldry Trust and the shares in its trustee, Maddingley Coldry, to acquire the Coldry technology currently licensed to a subsidiary of our Company. The purchase price will comprise $1 million in cash, 55 million shares in the Company and 110 million options exercisable at 2 cents. The purchase price will be increased at the time the intellectual property is successfully commercialized.
ECT was also able to announce the biggest deal in its history last week when it signed a heads of agreement with the parent Company of Victoria Capital for a staged investment in a Special Purpose Vehicle to establish a plant for production of 20M tonne per annum of Coldry in the La Trobe Valley. To achieve this ECT has also engaged in very positive discussions with Loy Yang Power in the past few days regarding placement of the production plant.
The Company previously foreshadowed a capital raising comprising a share purchase plan (SPP) which will provide the cash required for the acquisition and to further progress development of the Coldry plant, as well as permitting Shareholders to participate in the capital raising on the same terms as the placement to Fiori Pty Ltd announced on 16 January 2009. The SPP will be partially underwritten by Fiori and Podium Energy and we are in discussions with other potential underwriters – we will announce who they are as they confirm their commitment to the underwriting.
These are exciting developments for the Company. The Chief Executive, Kos Galtos will give a detailed presentation at the meeting on the Coldry acquisition and the Company’s plans for its commercialisation, including steps being taken towards construction of the Coldry plant.
In light of the company’s ability to underwrite this SPP, the relationship with Pacific Capital is able to be brought to an end. We had hoped the agreement with Pacific Capital would provide a facility for the company to invest in high calibre human resources and allow for some working capital to build a 150,000 t.p.a Coldry commercial plant, but following transfer of loan securities to Pacific Capital Value Fund Limited we saw high volume selling and watched our share price fall from 4c to 1.4c, thus rendering the facility unavailable.
I know a large number of shareholders have been patient, and are sitting on considerable losses with the global down turn. I believe that we are close to achieving real outcomes, and that the only thing holding us back with the superior Coldry technology, is lack of properly priced adequate capital.
Level 1, 530 Little Collins Street Melbourne Victoria 3000 Australia +61(0)3 96840888 www. ectltd.com.au
The board unanimously supports the outright purchase of the Coldry technology through the capital raised via the SPP, and sees that this is a critical requirement for the company to go forward.
Further, the day to day running of this company is in the hands of our Chief Executive Kos Galtos, who will now present the Company’s forward projections and how the SPP impacts on this next vital 12 month period for ECT
General Meeting – Chief Executive’s Address
Good morning.
Thank you for attending this very important General Meeting, where we shall seek to gain your approval for the acquisition of the Coldry Intellectual Property and for fundraising via a Share Purchase Plan.
Welcome!
Your Board and management team are focused on creating long-term value for shareholders and, for almost two years now, we have followed a very deliberate and methodological path, to recover from the companies past and to establish solid foundations that will maximise financial returns from our technologies.
Our first step has been to focus on the commercialisation of Coldry, as this represents the fastest route to the establishment of secure, profitable, revenue streams from pent-up demand in the global marketplace.
As we now have a very lean business, with just 2 full time office staff, a part time book keeper, a company secretary and 2 fulltime technicians at our Bachus Marsh Pilot Plant, we have chosen an indirect route to market strategy where we sell the opportunity to access the Coldry technology through motivated partners.
This approach has been enabled by the strategic recruitment of suppliers of construction related services, such as ARUP, McConnell Dowell, and Transfield Services, whom with all our staff I thank unreservedly for their extraordinary commitment to delivering the opportunities of this business.
As a result of their combined effort and the additional expertise of Deloitte, Saha and Phillip Capital we have established the commercial feasibility of the Coldry technology and productised it by completing and costing the necessary engineering designs for the modular construction of varying sizes of Coldry Production Plant.
We now stand ready and capable of delivering our first deal!
In the early hours of Thursday, 26 February, following the introduction and significant support of our partner, Podium Energy, we achieved the milestone of signing a Heads of Agreement with Thang Long Investment and Commercial Joint Stock Company for the staged investment in the Special Purpose Vehicle (SPV) that shall establish a plant for the production of 20M tonnes per annum of Coldry, which we now refer to as black coal substitute, in Victoria, Australia.
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ECT shall receive a royalty for use of the Coldry IP and plant designs of A$5 per tonne for 30 years and 10%, undillutable, free carry equity in the SPV, that could attract investment of as much as A$6B.
The Chairman of Thang Long has committed to provide all required capital and is keen to move as quickly as possible, so we anticipate that Stage 1, a 2M tonne plant, shall commence in early 2010 and be completed within 3 years.
While we still have a lot of work to do before we generate revenues from this project, I would like to take this opportunity to specifically thank Podium Energy for their invaluable work to date and say that there is no better proof of the opportunity for our company than this deal.
I whole heartedly believe and look forward to the future of Environmental Clean Technologies and the expansion of our Coldry order book.
As regards our Matmor technology, we see this as having the potential to generate significant profits and to create a sustainable business in its own right.
This technology is a mid term prospect for ECT and a similar approach has been adopted for its commercialisation as with Coldry. We seek to release a Technology Overview within the next few months, followed by the appointment of an appropriate partner to produce designs and a +/-30% feasibility study that shall enable us to better quantify the opportunity and work required.
So there is no doubt, it remains our intention to build a 6,000 tonnes per annum Matmor plant, likely in the Bachus Marsh area, with appropriately qualified partners.
With such potential, it is unfortunate that the global economy has tightened to levels we haven’t seen in decades and stalled the delivery of many of the objectives we expected to have in place by now.
In fact in recent months, over 80% of my time has been spent on dealing with the vagaries of capital raising in the current global financial climate.
This needs to change and ECT must secure funds to hire experts to focus on our global sales and expansion effort.
Last year we entered into an arrangement with Pacific Capital Value Fund for a zero coupon convertible note funding facility. While these sort of facilities are ideal for some companies, it has proven to be unsuited to a company at the stage of operational and financial development of Environmental Clean Technologies.
Following a recent dispute, announced to the ASX, we are keen to fully resolve our differences with PCVL and are in negotiations to terminate the Subscription Agreement and all outstanding convertible notes issued under it, and we expect to be in a position to make an announcement via the ASX within the next 48 hours.
Clearly capital raising remains important for this business and we are determined to move forward.
As set out in the resolutions before you today, we seek your approval on two major issues – the issue of shares and options to the Coldry Trust for full acquisition of the Coldry
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technology and the issuing of shares and options under a share purchase plan under which shareholders will be entitled to apply for $5000 worth of shares at 2c a share and receive 2 free attached options.
Both proposals have been made following an extensive review by board and management of our strategy and cash needs.
The purchase price of the Coldry IP, comprising of $1 million in cash, 55 million shares in the Company and 110 million options exercisable at 2 cents, represents good value and a successful acquisition of the IP will be a giant leap forward in securing the future of the company.
The proposed Share Purchase Plan represents the best funding mechanism to enable us to achieve our business objectives while minimising dilution for all shareholders. Should the resolution be approved, we confirm that it is our intention to raise no more than $3.5m, of which we now hold commitments for underwriting from Fiori and Podium Energy amounting to over $1m and have every confidence in Phillip Capital to increase this sum.
I believe both of these proposals are in the best interests of shareholders and should they be approved we shall move swiftly to secure and maximise the value of our Coldry technology.
There is plenty of activity buzzing around ECT at the moment and I believe this is a positive sign that things are changing and the future is being secured for this company. We have a very loyal shareholder base, a superior, now proven technology, a Heads of Agreement for the construction of a 20m t.p.a. Coldry plant and a ready market that will generate healthy returns for a business determined to maintain a minimal cost base.
But, to enable this to happen, we need shareholders to approve and participate in the SPP, and the future success of this company.
Finally, earlier, I mentioned we only have two full time office staff. I’m one, the other is Adam Giles. At this point, I would like to publicly acknowledge Adam and the work he continuously puts into this company. His support is quite invaluable and he is a key part of ECT’s future!
Also I would like to thank Deacons, our Legal Advisers, for making this venue available to us today and in particular Michael Wilton for his enthusiastic support and guidance in what have been very challenging times. The quality of his teams work is exceptional and our company is substantially stronger with him on our side.
As it is the middle of the day and I’m sure that you have work and other places to be, I am happy to keep the meeting moving quickly and will take questions now.
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