VANCOUVER, BC – BQE Water Inc. (TSX-V: BQE), a leader in the management of mine wastewater and metallurgical bleed streams, is proceeding with a 100:1 consolidation (“the Consolidation”) on all issued and outstanding common shares (“Common Shares”) of the Company effective March 5, 2019. The Company’s post-Consolidation Common Shares will commence trading on the TSX Venture Exchange (the “Exchange”) on March 5, 2019.
At BQE Water’s Annual and Special Meeting (“AGM”) of Shareholders held on November 20, 2018, shareholders approved the Consolidation on the basis of one hundred pre-Consolidation Common Shares for one post-Consolidation Common Share. The Consolidation was approved by the Exchange on February 25, 2019.
The Company had 120,843,316 Common Shares outstanding prior to the Consolidation and will have approximately 1,208,400 Common Shares after the Consolidation. If a shareholder is entitled to a fraction of a post-Consolidation Common Share, the number of post-Consolidation Common Shares will be rounded up or down to the nearest whole number. The Consolidation will affect shareholders uniformly, including holders of outstanding stock options and other securities convertible into or exercisable for Common Shares (collectively, “Convertible Securities”) on the effective date. The exercise price, number and exchange basis of the Convertible Securities will be adjusted proportionally to reflect the Consolidation.
The new CUSIP number for the Company’s common shares will be 055640205 and the new ISIN will be CA0556402059. Following the Consolidation, the Common Shares will continue to trade on the Exchange under the existing ticker symbol.
BQE Water’s transfer agent, Computershare Investor Services (“Computershare”), will act as the exchange agent for the Consolidation. On the effective date, Computershare will mail letters of transmittal with instructions to shareholders with physical stock certificates on how to exchange their pre-Consolidation Common Shares to new certificates representing their Common Shares on a post-Consolidation basis. Shareholders who hold their shares in brokerage accounts are not required to take any action to effect the exchange of their shares.
Since David Kratochvil assumed the CEO position in the latter part of 2014, the Company has undergone a major transformation with its new business strategy. BQE Water is no longer focused on being a vendor of specific technologies but is instead, a provider of comprehensive mine water solutions addressing the needs of the mining industry, regardless of the project stage or type of water contaminants. This enables organic growth and allows the Company to become a single point of accountability for all aspects of mine water treatment while creating more opportunities for technology and intellectual property development.
The cornerstone of the new business strategy is the focus on recurring revenues by the operation of water treatment plants and the tolling of clean water, which adds environmental value and social benefits. The successful rebranding of BQE Water was aided by the Company name change to correctly reflect this strategy. Since 2016, the Company started to post tangible and steady improvements in its financial performance. On December 14, 2018, the full equity conversion of $1,500,000 of convertible loans eliminated the outstanding debt and strengthened the Company’s balance sheet.
The discrepancy between the Company’s business trajectory and its market valuation made the Board of Directors (“Board”) realize that the lethargic response to the positive developments could represent a systemic risk to meaningful increases in future market capitalization. As a result, the shareholders gave the Board a mandate to consolidate the Common Shares of the Company during the AGM and the Board has decided to proceed with the Consolidation at this time.
About BQE Water
BQE Water is a service provider specializing in water treatment and management for metals mining, smelting and refining. We are helping to transform the way the industry thinks about water in the context of natural resource projects by offering services and expertise which enables more sustainable water management practices and improved overall project performance at reduced risks. BQE Water invests in innovation and has developed unique intellectual property through the commercialization of several new technologies at mine sites around the world for organizations including Glencore, Jiangxi Copper, Freeport-McMoRan and the US EPA. BQE Water is headquartered in Vancouver, Canada and trades on the TSX Venture Exchange under the symbol BQE. Visit www.bqewater.com for more information.
The Toronto Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information contained herein may not be based on historical fact and therefore constitutes “forward-looking information” under applicable Canadian securities legislation. This includes without limitation statements containing the words “plan”, “expect”, “project”, “estimate”, “intend”, “believe”, “anticipate”, “may”, “will” and other similar words or expressions. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company’s dependence on key personnel and contracts, uncertainty with respect to the profitability of the Company’s technologies, competition, technology risk, the Company’s ability to protect its intellectual property and proprietary information, fluctuations in commodity prices, currency risk, environmental regulation and the Company’s ability to manage growth and other factors described in the Company’s filings with the Canadian securities regulators at www.sedar.com (including without limitation the factors described in the section entitled “Risks and Uncertainties” in the Company’s MD&A for the year ended December 31, 2017). Given these risks and uncertainties, the reader is cautioned not to place undue reliance on forward-looking statements. All forward-looking information contained herein is based on management’s current expectations and the Company undertakes no obligation to revise or update such forward-looking information to reflect subsequent events or circumstances, except as required by law.