Acquisition of worldwide leader of Green Energy Technologies and
Brokered Private Placement
Richmond, BC, Canada – November 17, 2014
The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.
Mineral Hill Industries Ltd. (the “Company” or “Mineral Hill”) is pleased to announce the extension of its business activities by joining a worldwide leader in the development of green energy through the acquisition of Avis Energy Global Holdings Inc. (“Avis Energy”) with registered offices in 15 Lake St., Grimsby, ON, L3M 2G4, Canada and Josefgasse 1, 6805 Gisingen. Austria.
Avis Energy is an international waste management and conversion company with global strategic presence in several countries including several processing plants under negotiation and development. Since its initiation in the UK in 2007, Avis Energy has become a leader in the management and recycling of municipal waste using its proprietary Cold Catalytic Biomass Liquefaction technology (“BML”) to offer sustainable management of urban waste disposal across the world. Through the use of its BML technology, Avis Energy is able to convert municipal waste into diesel fuel, electricity and water. Avis Energy is committed to confronting the challenges presented by population growth and the corresponding increased demand for energy resources by eliminating toxic landfill sites and transforming them into clean sources of energy.
On its chosen Canadian site nearby Hamilton, ON, Canada Avis Energy will erect within twelve months subsequently to the execution of this announced acquisition its first of three proposed BML plants with a 6,000 litre per hour Diesel output. The plant will be erected together with a 10ha green house which will be supplied with part of the bio-energy derived from the conversion of waste presently polluting the environment.
The plant is designed as a modular system and will be extended to a production capacity of 25,000 litres Diesel per hour, with a total target capacity of up to75,000 litres Diesel per hour, by converting more than 300 trucks standard unsorted municipal waste into CO2 neutral high-quality green energy. This output will be achieved via three green energy facilities within the Canadian production site. By venturing into cooperation with local partners, Avis Energy’s projects will not only create hundreds of jobs for the respective local communities, they also will raise the overall health standards while boosting the local economies.
Avis Energy’s worldwide projects include six (6) plants in Europe under development, ten (10) plants in Africa, four (4) plants in Asiatic countries, one (1) Beta plant at the native land near by New York with a capacity to convert Municipal Waste of one (1) Million metric tons per year. The worldwide Avis Energy projects will have a potential capital contribution of four (4) Billion Euros and will be covered financially by a first class Bond portfolio. Every facility will be wrapped by Marsh McLennan in a risk insurance package, covering the capital element and including a non-performance risk.
Mineral Hill Industries will acquire Avis Energy’s worldwide projects including their first class collaterals of up to three (3) billion Euros supporting the funding of the BML plants through the issuance of five hundred (500) Million newly issued treasury shares (“Acquisition”). Subsequent to regulatory approval of the Acquisition, the Company will change its name to AVIS Global Energy Ltd. The Acquisition will likely be considered as a Reverse Takeover (“RTO”) whereby the shares issued for the Acquisition will be escrowed as a requirement of the applicable TSX-V Policies, and held in escrow by the Company’s transfer agent, ComputerShare Trust Company of Canada.
Mineral Hill also wishes to announce that in connection with the Acquisition and in support to its mining operations the Company will use its best efforts to sell a brokered private placement (PP-1411) of up to 20,000,000 million units at $1.00 per unit (“Unit”) for total proceeds of up to $20,000,000. Each Unit consists of one fully paid and non-assessable common share (a “Share”) and one transferable common share purchase warrant (a “Warrant” and together with the Shares, referred to as the “Securities”) in the capital of the Company. Each Warrant shall entitle the holder thereof to purchase one additional Share (a “Warrant Share”) in the capital of the Company at $3.00 per Warrant Share if exercised on or before the first anniversary date of the regulatory approval of the private placement. The PP-1411 may be executed in phases but all Securities issued pursuant to this private placement are subject to a four-month hold period following the closing date. The Company will apply some of the proceeds from the private placement towards its program for the Liberty Hill Gold Mine project and ongoing working capital including repayment of its outstanding indebtedness.
Proceeds of the offering will be used to initially reduce indebtedness, and thereafter to partially finance the company’s continuing capital program and for general corporate purposes.
Certain directors and officers of the Company may acquire units under the private placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The PP-1411 will be exempt from a valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any units issued to or the consideration paid by such persons will exceed 25% of the Company’s market capitalization. This private placement is subject to regulatory approval.
The Company will pay a Broker’s fee in connection with the private placement in accordance to the TSX-V rules on the portion of the total proceeds which will be raised from non-related parties.
The Company will provide more detailed financial information for Avis Energy in an upcoming news release. The future news release will also contain information on the insiders of Avis Energy, the new insiders being created by the RTO, the recipients of the consideration shares to be issued and the identification of the Brokerage firm for the private placement.
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company’s control. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or to revise them to reflect the occurrence of future unanticipated events.
For further information, please visit www.mineralhill.com or contact:
President and CEO
Mineral Hill Industries Ltd.
Telephone: (604) 278-1132
Facsimile: (604) 278-1139
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.