Ellipsiz Communications Signs Binding Agreement to Acquire Over 80% of Asia Pacific Acid Recycling
TORONTO, ONTARIO – FEBRUARY 1, 2019 – Ellipsiz Communications Ltd. (formerly NXA Inc.) (TSXV: ECT) (the “Company” or “ECL”) announced that it has entered into a binding share purchase agreement to acquire 81.87% interest in Asia Pacific Acid Recycling Inc. (“APAR”), an Ontario company which owns 100% of Asia Pacific Acid Recycling Taiwan Inc. (“APAR Taiwan”). ECL wishes to expand its operations through acquisition and the opportunity to acquire APAR and its operating entity is seen as synergistic with existing operations as it provides the opportunity to expand into high-tech manufacturing systems management. APAR Taiwan currently recycles toxic waste acid produced by high-tech manufacturing companies. APAR Taiwan has been developing smart manufacturing and management applications that can be used in their existing business and for their clients. ECL is arm’s length to both APAR and APAR Taiwan.
Under the terms of the share purchase agreement, ECL will issue an aggregate of 60,907,877 common shares of ECL at a price of $0.05 to the shareholders of APAR. On completion of this transaction, the shareholders of APAR will hold approximately 26.7% pf the total outstanding shares of ECL. The Company is of the view that this transaction does not constitute a change of business under TSX Venture Exchange Policy 5.2.
APAR reported in its 2017 audited financial statements with assets was over NT$59,655,716 (approx. CAD$2,549,589), the total liabilities of NT$21,386,113 (approx. CAD$914,008), a net loss of $4,464,594 (approx. CAD$190,810) and a total revenue of NT$49,774,443 (approx. CAD$417,744).
On completion of the transaction, Mr. Hsin-Chieh Huang will own through his holding company, 29,041,794 common shares of ECL representing approximately 12.7% of outstanding capital.
This transaction is subject to TSX Venture Exchange approval.
The Company also wishes to advised that further to its press release of June 18, 2018, the Company is still in negotiation and finalizing the details with Option Decisions Inc. Once a definitive agreement is signed, the Company will make an application to the TSX Venture Exchange to obtain final approval.
The Company, through its indirect operating subsidiary, ECTW, focuses on setting up operations support systems (“OSS”), being systems which control and monitor network activities, for many communication service providers, including mobile network providers, fixed line telephone operators, cable operators and internet service providers (ISPs) in Taiwan. ECTW tailors a unique 2 solution for each client depending on its particular needs, which involves setting up, customizing and integrating a combination of third party hardware and OSS software.
Asia Pacific Acid Recycling Limited is a highly specialized environmental engineer that recycles toxic waste acid, a by-product of majority of high-tech manufacturing today, into harmless substances that can be used for everyday objects. Currently, it has many well-known clients who manufacture semiconductors, LCD, LED, solar batteries, and photoelectric materials in Taiwan, known for its high-tech component manufacture for global brands.
In the recent year, on top of production expansion, APAR is also investing in smart manufacturing and management application in order to increase efficiency and yield rate. The application will be deployed in the acid recycle plants as proof of concept.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
Eric Chan, CFO
T: 416 977-3223