Eco Material Technologies Inc. Announces Pricing of Upsized Private Offering of $525 Million of Senior Secured Green Notes Due 2027

January 26, 2022 6:38 PM EST

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HOUSTON, Jan. 26, 2022 /PRNewswire/ -- Eco Material Technologies Inc. (the "Company") today announced that it priced its previously announced offering (the "Offering") of $525 million aggregate principal amount of Senior Secured Green Notes (the "Notes") in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will bear interest at 7.875% per annum and are due in 2027. The offering size was increased from the previously announced offering size of $500 million in aggregate principal amount.

The Offering is expected to close February 9, 2022, subject to customary closing conditions. The Company intends to use the net proceeds from the Notes offering to finance the acquisition (the "Acquisition") where the Company will acquire Boral Limited's North American Fly Ash business ("Boral Resources") and combine it with Green Cement, Inc. ("Green Cement"), pay related transaction expenses and for general corporate purposes.

The Notes have not been and will not be registered under the Securities Act or any state securities laws. The Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes were offered, by the initial purchasers, only to persons reasonably believed to be "qualified institutional buyers" in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S.

This press release is being issued pursuant to Rule 135(c) under the Securities Act, and it does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Eco Material Technologies Inc.

Upon completion of the Acquisition, the Company will be the largest marketer and distributer of fly ash and one of the leading producers of sustainable cementitious products in the United States. We also will be the first national, environmentally focused, near-zero carbon cement producer in the country. We will be the leading marketer and distributor of fly ash, with an approximately 50% volume share in the United States and the industry's only true national footprint of logistics networks and distribution channels. We will maintain facilities at over 100 sites and utilize an extensive network of over 50 unique distribution terminals. We also will maintain patented technology that can utilize fly ash and other supplementary cementitious materials to produce innovative, low carbon products as green substitutes for portland cement. We will also beneficially use fly ash that is unmarketable today (approximately 50% of what is produced today in the United States) by transforming it with its technology into a high value manufactured product with environmental benefits.

Forward-Looking Statements

This press release includes "forward-looking statements." All statements, other than statements of historical fact, included in this press release, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, prospective purchasers should keep in mind the risk factors and other cautionary statements described under "Risk factors" in the Preliminary Offering Memorandum, dated January 24, 2022 (the "Offering Memorandum").

We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to our business and the Acquisition, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to receive all third–party consents or regulatory approvals that arise in connection with the Acquisition or satisfy other conditions necessary to consummate the Acquisition; difficulties and delays in integrating the business of Boral Resources and Green Cement following completion of the Acquisition or fully realizing the anticipated cost savings, synergies and other benefits expected from the Acquisition; the possibility that the combined company's results of operations, cash flows and financial position after the Acquisition may differ materially from the unaudited pro forma condensed combined financial information presented throughout this offering memorandum; the obligations and liabilities of Boral Resources and Green Cement, some of which may be unanticipated or unknown, may be greater than anticipated; business uncertainties of the combined company after the Acquisition; risks related to the diversion of the attention and time of Boral Resources' or Green Cement's respective management teams from ongoing business concerns; the potential impairment of our goodwill or our long–lived assets if our fair value declines or our estimated future cash flows decrease, or write–downs or write–offs, restructuring and impairment or other charges that may be required of the combined company subsequent to the Acquisition; waivers to the closing conditions of the Acquisition Agreement that may be adverse to holders of the notes; the incurrence of substantial indebtedness to finance the Acquisition; risks related to the novel coronavirus COVID–19 pandemic; changes in general economic and business conditions, including changes in consumer demand, preferences and confidence levels, the availability and cost of credit in a rising interest rate environment, supplier pricing, levels of discretionary personal income and interest rates; changes in foreign currency exchange rates and limitations on the convertibility of foreign currencies; the occurrence of natural disasters and other business continuity hazards; our ability to access external financing necessary to fund our growth and meet competitive challenges; no new loans to be offered based on LIBOR as of January 1, 2022, which could impact the interest rates paid on our variable rate indebtedness and cause our interest expense to increase; the seasonality of buying patterns of our customers; the concentration of sales to large customers; changes in the combined company's gross margin and/or product mix; the dependence upon and trends in capital spending budgets in the industries in which Green Cement and Boral Resources operate; our ability to comply with federal, state and local laws and regulations including those related to tax, environmental, health and safety matters; compliance with and changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; changes in laws and regulations governing our operations and those of Green Cement and Boral Resources, including trade restrictions, consumer protections, accounting standards and taxation requirements; our ability to attract, retain and grow an effective management team or changes in the cost, availability or turnover rate of a suitable workforce to manage and support our operating strategies; our ability to maintain secure and reliable information systems to conduct our business, including the integrity and security of customer and employee information; our acquisition strategy, including integration risks relating to recent historical acquisitions and integration risks relating to future acquisitions that are in addition to those associated with the Acquisition; the occurrence of uninsured liabilities arising from operating hazards, cybersecurity breaches or other incidents involving our assets or operations; adverse results from litigation or regulatory actions involving Boral Resources, Green Cement or the combined company, including related to the Acquisition; the decrease in supply of fresh fly ash due to the phase out of coal as a source of power generation over time; a substantial portion of our business relies on coal power plants as source of fly ash, some of which may retire; and the other risks described under "Risk factors" in the Offering Memorandum. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements..

Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

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SOURCE Eco Material Technologies Inc.



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