UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities
Exchange Act of 1934
EESTech, Inc
(Exact name of registrant as specified in its charter)
Delaware |
|
33-0922627 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. employer
identification no.) |
Suite 417, 241 Adelaide Street, Brisbane, 4000,
Australia
(Address of principal executive offices and zip code)
(061) 417 079 299
(Registrant’s telephone number, including area
code)
Securities to be registered pursuant to Section 12(b)
of the Act:
None
Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
|
|
|
|
Non-accelerated filer |
[X] |
Smaller reporting company |
[X] |
|
|
|
|
|
|
Emerging growth company |
[X] |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financing accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [ ]
TABLE OF CONTENTS
EXPLANATORY NOTE |
1 |
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY |
1 |
WHERE YOU CAN FIND MORE INFORMATION ABOUT US |
2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
2 |
Item 1. Description of Business. |
3 |
Item 1A. Risk Factors. |
23 |
Item 2. Financial Information. |
29 |
Item 3. Properties. |
34 |
Item 4. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
34 |
Item 5. Directors and Executive Officers. |
35 |
Item 6. Executive Compensation. |
36 |
Item 7. Certain Relationships and Related Transactions and Director Independence. |
37 |
Item 8. Legal Proceedings. |
37 |
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
38 |
Item 10. Recent Sales of Unregistered Securities. |
38 |
Item 11. Description of the Registrant’s Securities to be Registered. |
40 |
Item 12. Indemnification of Directors and Officers. |
43 |
Item 13. Financial Statements and Supplementary Data. |
43 |
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
43 |
Item 15. Financial Statements and Exhibits. |
43 |
SIGNATURE |
45 |
EXPLANATORY NOTE
EESTech, Inc., a Delaware corporation (the “Company”,
“EESTech”, “we”, “our”, “us”), is filing this General Form for Registration of Securities
on Form 10 (this “registration statement”) to register common stock, par value $0.001 per share (“common stock”),
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock previously
was registered pursuant to the Exchange Act; however, on February 17, 2009, we filed a Form 15 with the Securities and Exchange Commission
(the “SEC”) to terminate registration of our common stock.
This registration statement will become effective automatically
by lapse of time 60 days from the date of its filing pursuant to Section 12(g)(1) of the Exchange Act. As of the effective date of the
registration statement, we will be subject to the requirements of Regulation 13(a) under the Exchange Act and will be required to file
annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all
other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
We qualify as an “emerging growth company,”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth
company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies.
These provisions include, but are not limited to:
| · | being permitted to have only two years of audited
financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations
disclosure; |
| · | being exempt from compliance with management’s
assessment of our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act of 2002, as amended (the
“Sarbanes-Oxley Act”); |
| · | being exempt from compliance with the auditor attestation
requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; |
| · | not being required to comply with any requirement
that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation
or a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
| · | reduced disclosure obligations regarding executive
compensation arrangements in our periodic reports, registration statements and proxy statements; and |
| · | being exempt from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved by
stockholders. |
We have elected to take advantage of certain reduced
disclosure obligations in this registration statement and may elect to take advantage of other reduced reporting requirements in future
filings. In addition, the JOBS Act permits us, as an emerging growth company, to take advantage of an extended transition period to comply
with new or revised accounting standards applicable to public companies. As a result, the information that we provide to our stockholders
may be different from what you might receive from other public reporting companies in which you hold equity interests.
We will remain an emerging growth company until the earliest
of (i) the last day of our fiscal year following the fifth anniversary of the date of our first sale of our common stock pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (ii) the first fiscal
year after our annual gross revenues exceed $1.07 billion, (iii) the date on which we have, during the immediately preceding three-year
period, issued more than $1.00 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value
of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.
Even after we no longer qualify as an emerging growth
company, we may still qualify as a “smaller reporting company” (as we do as of the filing date of this registration statement),
which would allow us to take advantage of many of the same exemptions from disclosure requirements, including reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
When this registration statement becomes effective, the
Company will begin to file reports, proxy statements, information statements and other information with the SEC. These filings will be
accessible at www.sec.gov, which is a website maintained by the SEC. We also maintain a website at www.eestechinc.com. When this registration
statement becomes effective, the Company also will make available on its website electronic copies of the materials it files with the
SEC. Information contained on our website does not constitute part of this registration statement. The Company has included its website
address in this registration statement solely as an inactive textual reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This registration statement contains forward-looking
statements relating to plans and objectives of management for future operations, including plans and objectives relating to the products
and the future economic performance of the Company. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,”
“target,” “aim,” “strategy,” “estimate,” “plan,” “guidance,” “outlook,”
“intend,” “may,” “should,” “could,” “will,” “would,” “will
be,” “will continue,” “will likely result” and similar expressions, although not all forward-looking statements
contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties and other important factors,
which include, but are not limited to, the risks described under “Item 1A. – Risk Factors” in this registration statement, any of which
could cause actual results to differ materially from those projected herein. Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there
can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based upon
actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may
in turn affect the Company’s results of operations. In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that
the objectives or plans of the Company will be achieved. These forward-looking statements speak only as of the date of this registration
statement and, except as required by law, the Company undertakes no obligation to correct, update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except to the extent required under federal securities laws.
Item 1. Description of Business.
EESTech’s mission is to promote economically and environmentally
sustainable technologies to the world’s mining and minerals processing industry. EESTech has developed waste management solutions
that enables the recycling of mine site waste and process slag to recover targeted materials of value. EESTech believes its process capabilities
and technologies will deliver a paradigm shift in how mineral resourses are processed.
EESTech’s mineral processing capabilities have been developed to
significantly reduce cost, increase productivity, reduce energy requirements, eliminate polluting leachates, transform hazardous waste
liabilities into products of value with zero-waste outcomes, and significantly reduce the carbon footprint of mineral resource processing.
EESTech is currently focused on the delivery of terms under an Agreement
for the recycling of process slag waste awarded to EESTech in 2019 by Samancor Chrome South Africa, the world's largest integrated FeCr
producer. Further information on the Samancor project is provided in this Item 1 under –EESTech Customers/Prospects–Samancor
Chrome Holdings Proprietary Limited.
EESTech is also nearing completion of a trial and of proof of capability
demonstration under a Works Order funded by Sasol, South Africa. Further information on the Sasol project is provided in this Item 1 under
–EESTech Customers/Prospects–Sasol South Africa Limited.
Company Overview
EESTech, Inc., was incorporated in 2000 as a US corporation, with shares
publicly traded on the OTC, Pink Open Market. “EESTech” stands for “Economically Environmentally Sustainable Technologies.”
The Company operates its commercial and market development activities through
its 100% owned subsidiaries, EESTech Australia Pty Ltd, EESTech Inc Ltd (New Zealand), EESTech Management Services (Pty) Ltd (South Africa),
EESTech Europe BV, with all Intellectual Property held in EESTech Holding Europe BV.
EESTech’s current focus is on developing, acquiring and commercializing
reclamation and remediation services to the mining and minerals processing industries. Our goal is to provide mining and mineral processing
companies with mine site and process waste management solutions, which we believe is essential to environmental sustainability, with significant
Environmental, Social and Governance (“ESG”) benefits. EESTech believes that its R3 Process and waste management solutions
will help supply chain requirements of critical raw materials without the need of additional mining, by recycling waste liabilities to
recover valuable mineral resources.
EESTech believes that its proprietary capabilities developed for the processing
of mineral resources and the recycling of mine site and process waste streams is a significant paradigm shift from current processes because
of the following:
Traditionally, mineral ore resources are mined from the ground
using large industrial equipment that is very energy intensive. Then, using high energy demand robust industrial equipment the mined ore
is crushed and milled down to a size of approximately 25mm, which is then passed through a minerals beneficiation process to wash and
separate all waste fines before the lumpy ore can be loaded into a furnace for smelting into metal. This process generates significant
volumes of fine material below -9mm. All fine material can only be smelted after first undergoing
the expensive process of sintering (pelletizing). However, the normal industry standard is to discard these fines, which over time, has
resulted in tens of millions of tons of mineral ore fines classified as an environmentally hazardous waste stream being left in waste
dumps or slimes dams across the landscapes of our world.
Unlike the traditional
process described above, EESTech does not need energy intensive mining or crushing to acquire mineral resources, EESTech uses its energy
efficient R3 Process to recycle slag waste or mineral ore down to a size of less than 400mm
(micron). This enables an increased recovery of targeted materials of value, left by the inefficiencies
of traditional mineral processes, to produce a smelt ready concentrates that can either be sold back to the waste owner or smelted in
the company's Inductosmelt Reduction Furnace (IRF). In addition, EESTech can also reconstitute
waste finds and slime dam waste to produce WRAM-ROX, a smelt ready briquet that does not require the cost of sintering. All post process
tailing from both processes are transformed into inert sand products, that are in high demand for application into a number of downstream
markets, thereby delivering zero-waste and environmentally sustainable outcomes.
Furthermore, traditional,
primary smelting furnaces are energy intensive processes that inefficiently batch smelts ore (metal oxides) into metal one crucible at
a time. The smelt ready ore, reductants and fluxes are placed into a furnace crucible where massive amounts of energy is applied to melt
the ore and additives into molten liquid metal. The process metal is then poured from the crucible into a market ready form, with large
volumes of slag waste being discarded into waste dumps. This high energy demand process is then repeated with more slag discharged into
waste dumps where it has the potential to generate toxic off-gases and environmentally hazardous leachates.
On the other hand, EESTech’s IRF uses a combination of
plasma over induction to deliver a highly efficient fully automated primary smelting process that enable the decanting of molten liquid
metal and liquid slag on a continuous basis. The ultra-high temperature plasma field of the IRF cracks the silica alumina matrix that
encapsulates a high percentage of ores (metal-oxides), it is believed that this will provide a significant increase in metal unit yield.
All process tailing are transformed into an inert sand product with no free silica, the cause of silicosis. this material is processed
and sold as a high grade foundry sand, resulting in a zero-waste outcome.
EESTech’s Patent Pending application, PCT/IB2022/056624
‘Method and system for beneficiation’ describes EESTech’s beneficiation and recycling process for the recovery of alloys,
metals, and minerals from mine site and process slag waste. This process capability reduces the need to mine mineral resources from the
environment. EESTech’s cost efficient transformation of hazardous waste liabilities into commercially valuable products with zero-waste
outcomes has the potential to significantly reduce the carbon footprint of mineral processing and deliver an environmentally sustainable
circular economy for the future of the mining and mineral processing industry.
To achieve its unique process capability, EESTech has established
Heads of Agreements with the following Parties, setting out the principal terms on which the Parties are to formulate a commercial arrangement
whereby EESTech will contract with each Party as a technology partner for the collaborative development and exclusive supply of engineering
services and equipment as a primary components of the IRF for all commercial applications of the IRF by EESTech.
| • | Internationally renowned Inductotherm Group will exclusively manufacture and support the deployment of
all IRF. Inductotherm, established in 1953 in New Jersey, has 38 manufacturing facilities located in 19 countries with over 35,000
operation systems deployed around the world. Positioning Inductotherm as the world’s largest integrated producer of induction furnaces
and all related support services |
and
| • | Tetronics for advanced plasma technologies, a UK based Plasma research company established in 1964. Tetronics
is a world leader in high temperature plasma technology. Plasma is a controllable, clean, ultra-high temperature, versatile heat
source that does not involve combustion. |
Both Inductotherm and Tetronics are industry
leading equipment suppliers who have committed their support for the deployment of the IRF; with Inductotherm specifically stating:
“the integration of these two
well established furnace technologies (plasma and induction) will provide substantial benefits and efficiencies for the foundry industry.
The IRF will have the unique ability to smelt and melt concentrates into primary metals and alloys at efficiency rates never seen before
in the industry”.
and as stated by Dr. Tim Johnson of Tetronics:
"the IRF will be greater than
the sum of its parts”.
| • | O’Brien & Gere Engineers Inc. (OBG), founded in 1945 in Syracuse, New York. OBG is an engineering
integration specialist used by Inductotherm to manage their engineering and furnace integration work for U.S. military and NASA applications.
OBG will deliver the integrated detailed engineering design for the different configurations of the IRF on an as and when needed basis
to meet EESTech’s different project requirements. |
An additional strength of EESTech is that, except as described above, its
proprietary R3 Process capability, uses commercially available, robust industrial process equipment with long operating histories in the
oil, cement and mineral processing industries, configured to meet EESTech’s application requirements.
The majority of EESTech’s process capability is achieved through
the application of off-the-shelf equipment and components produced by international companies with representative agents within South
Africa. All South African agents have expertise to support the deployment and commissioning of their equipment or components as required
by EESTech, all are able to support EESTech's projects with an inventory of in country spare-parts.
Each component supplier underwrites the performance
of their equipment with industry standard warranties as defined by the process flow and scope of works battery limits. Material handling
interface equipment has been selected and approved by each vendor to link all process components into a fully integrated turnkey operation.
For project engineering, procurement and construction (EPC) requirements,
EESTech has engaged the services of Nautilus Projects and Design, a South African based independent turnkey project engineering company.
Nautilus’s expertise is in the mining sector where they deliver world-class mechanical and electrical turnkey solutions. Being
South African, Nautilus offers a cost advantage (compared to international rates) with design and manufacture while still maintaining
international quality standards. Nautilus’s scope of work will include design, manufacture, installation and commissioning of EESTech’s
projects within South Africa. Nautilus provides a comprehensive understanding of all South African regulatory requirements for the deployment
of EESTech’s process facilities.
EESTech has issued Work Orders to Nautilus for both the Samancor and Sasol
projects. The Basic Front End Engineering and Design Study for the Samancor FeCr slag reclamation project has been completed, with Conceptual
Engineering Study for the Sasol Fine Coal Agglomeration project nearing completion.
EESTech is committed to good corporate citizenship with the communities
in which we operate and live. The long-term nature of projects should enable EESTech to establish lasting relationships with clients and
communities by making a positive contribution wherever we work. EESTech seeks to support local enterprise development, employment, skills
development and the use of local business services.
EESTech is committed to creating long-term shareholder value through development
and commercialization of products and services designed to meet the needs of a world demanding ever increasing higher standards of environmental
sustainability.
Company and Subsidiary History
EESTech, Inc.
EESTech, Inc. was incorporated as Aqua Dyne, Inc in the
State of Delaware and commenced operations on April 26, 2000. The Company was formed to develop or acquire economically environmentally
sustainable technologies with the
intent of bringing them to commercialization within the
mining and minerals processing industry. In June 2006, the Company changed its name from “Aqua Dyne, Inc.” to “EESTech,
Inc.”
EESTech Australia Pty Ltd.
In December 2002, a wholly-owned subsidiary of the Company,
Aqua Dyne Australia Pty Ltd. (now known as EESTech Australia Pty Ltd.), was incorporated under the laws of Australia. EESTech Australia
Pty Ltd, was formed to conduct the Company’s proprietary process development and product introduction activities.
In November 2020, Albatross
Equity Investments of New Zealand purchased a 27% interest in EESTech Australia Pty Ltd, this sale was initiated to enable the
development of comprehensive laboratory and pilot plant trials for the environmentally sustainable disposal of the SPL at a New
Zealand based aluminium production facility and to initiate the development of market opportunities for EESTech within Australia and
New Zealand
EESTech Management Services (Pty) Ltd (EESTech-MS)
EESTech-MS was incorporated in South Africa in 2016 as
a 100% owned subsidiary of EESTech Inc Ltd. The purpose of EESTech-MS was to serve as an employment and contracting platform for the engagement
of employees and consultants, as required for the delivery of South African project opportunities being developed by EESTech Inc Ltd.
EESTech Inc Ltd.
In July 2017 EESTech Inc Ltd was incorporated in New
Zealand as a 100% owned subsidiary of EESTech Inc. EESTech Inc Ltd was founded to deliver project opportunities being developed within
South Africa.
E’Prime Alloys
In July 2019 E’Prime Alloys LLC was formed as
a 100% wholly owned US subsidiary of EESTech, Inc. to establish a mineral oxide processing facilities within the US, sometime in the
near future. The US Government has identified a series of ‘critical’ minerals deemed integral to the US national economy
and security that need to be produced domestically. It remains EESTech’s intention to initiate the development of this
facility once project financing and product offtake agreements have been confirmed.
Environmental Management Solutions LLC (EMS)
In February of 2013 EESTech entered into a Technology License Agreement
with the US systems and technologies development company, Environmental Management Solutions LLC (“EMS”) whereby the founder
of EMS, Chad Lehman, became a fulltime consultant to EESTech Inc. Arrangements with EMS progressed and in 2015 EESTech signed another
agreement which culminated in EESTech taking over the ownership of EMS, with Mr. Lehman becoming an equity holder and Chief Technologies
Officer of EESTech Inc.
EMS had developed methods for particle shaping organic materials and proprietary
formulations for the agglomeration of micro-fines into briquettes which, can include reductants, fluxes, metallurgical thermites and bounding
agents. EMS developed these process capabilities for third world humanitarian applications, e.g.; the agglomeration of industry waste
organic compounds to produce a wood replacement fuel source for heating, boiling water and cooking food. All technologies developed by
EMS have been transferred to EESTech and the EMS company has been mothballed and remain under the ownership of EESTech.
Business Description
Primary Focus
EESTech is primarily focused on developing, acquiring and commercializing
reclamation and remediation services to the mining and minerals processing industries, with efforts currently focused on the delivery
of a contract awarded to EESTech by Samancor Chrome of South Africa in 2019
The following is a description of the technologies, services and or
process capabilities that form the basis for EESTech’s push into the mining and minerals processing markets.
R3 Process
EESTech’s Reclamation Resource Recovery Process (R3 Process™)
represents Stage 1 of an efficient comminution process that enhances the beneficiation of feed materials to increase yields and profitability
of waste recycling.
EESTech’s waste recycling process capability incorporates equipment
attributes from the oil, cement and minerals processing industries whereby the R3 Process vastly outperforms traditional industry processes.
Traditional industry processes reduce solid materials down to an average
size of 1mm to 5mm for recovery of one target mineral resource at a time. The unique configuration of EESTech’s comminution process
reduces feed material down to under 500 micron with the ability to liberate any target resource from its matrix material, efficiently
recovering up to 99% of multiple target materials in a single pass, with increased yields of higher grade products. Conformation of the
potential yield of recoverable FeCr units was confirmed by an independent review and analysis titled, 99% Target Materials Recovery by
Dr Ir Ron McDowall OBE, Hazardous and Toxic Substances Waste Scientist UNEP Geneva and UN FAO Rome.
All post process tailings are upgraded into inert sand products marketed
by EESTech as ThermaSandTM, (described below) sold for application into a number of downstream markets.
EESTech believes that its advanced beneficiation processes enhance the
economic outcomes of the extractive metallurgy process to deliver significant improvements in resource recovery. All recovered materials
are processed into smelt ready WRAM ROX, that enhance the efficiencies of the primary smelting process
EESTech Binary Compounds
EESTech delivers advanced waste stabilization solutions
that incorporate the use of proprietary binary compounds that react with wastes to encapsulate hazardous heavy metal materials within
an acid resistant matrix. This reaction produces a strong, low permeability, chemically stabilized substrate that can be used in the processing
of organic and inorganic waste streams.
When mixed with waste materials, these binary compounds
react with polyvalent metal ions to produce precipitates, which are less soluble across a broader pH range than metal hydroxides produced
by other processes. These precipitates reduce the solubility and leachability of heavy metals to produce a more chemically stable non-toxic
material. The reduced mobility of hazardous solids through encapsulation, results in a by-product of limited solubility with reduced risk
of leaching hazardous materials into the environment.
EESTech’s binary compound enhances the setting
and hydration of all cementitious and pozzolanic matrixes. When combined with commercially available setting agents, it improves the final
compressive strength of processed materials, reducing permeability and resistant to acidic attack. Increasing the hydration and bonding
formation of cementitious or pozzolanic matrix decreases the total number and size of voids or channels that can form during curing to
further promote the structural integrity of processed materials.
The permeability of processed material will decrease
over time to further enhance acid resistance. The gel structures that achieve this function are generated through a combination of process
formulations contributing to the structural compressive strengths of the final product. The resulting product is solid, less leachable
and more resistant to corrosive or mechanical erosion and degradation.
The cumulative benefits of EESTech’s waste
stabilization process transformed all post process tailing into an inert sand product trademarked as ThermaSand, validated by an independent
analysis, titled; Inert Post Process Tailings by Dr J.H. van der Waals, PhD, Soil Science, Pr.Sci.Nat, Member of: Soil Science Society
of South Africa (SSSSA), Accredited member of: South African Soil Surveyors Organization (SASSO).
The reclaimed sand generated from EESTech’s remediation process transforms
the environmental liabilities of FeCr slag waste into an inert, commercially preferred high-grade sand, suitable for a variety of downstream
applications including for production of a geopolymer cement. Independently reported by; Dr Ir Ron McDowall OBE, Hazardous and Toxic Substances
Waste Scientist UNEP Geneva and UN FAO Rome, titled; Utilization of Reclaimed Sands from Metallurgical Slag Waste.
Waste Resource Agglomeration Module (WRAM)
WRAM is an EESTech developed
process that incorporates proprietary technologies entailing the re-engineered and re-configured extrusion and or roll forming equipment,
particle shaping and the chemical engineering of advanced binder formulations.
The WRAM process agglomerates ore concentrates or valuable
materials reclaimed from coarse discard dumps and fines dams to produce a saleable product in the form of “WRAM ROX”:
| · | A single line WRAM facility is projected to be able
to agglomerate up to 70-tonnes per hour of wet or dry fines into highly compacted customized shapes and size as required for downstream
furnacing. |
| · | WRAM readily enables the blending of various minerals
such as iron ore and coking coal and or a EESTech proprietary pyro-metallurgical formula to enhance smelting efficiencies through reduced
energy consumption and increased production. |
| · | The WRAM process permits the porosity of WRAM ROX
to be regulated to facilitate improved aeration and oxidization efficiencies when smelting. |
| · | The high pressure blending and particle shaping
of the WRAM allows for the potential bypassing of feedstock preparation of sintering, further reducing energy consumption and finished
product costs. |
| · | Regardless of the application, the high shear blending
of the WRAM process produces high-quality products of consistent composition throughout with enhanced performance characteristics. |
An independent trial undertaken by, Anglo American Corp (Kumba Iron Ore)
South Africa, titled WRAM-ROX Trials - Anglo American, successfully demonstrated that WRAM ROX have the necessary integrity to be used
as feedstock for most applications, WRAM ROX increase the efficiency of blast furnace operation to significantly reduce energy demand.
WRAM ROX resulted in a 30% reduction in downstream processing energy requirements and up to a 45% reduction in required carbon additives
used by the furnace in the smelting process, equating to a substantial reduction in carbon emissions.
Inductosmelttm Reduction Furnace (IRF)
EESTech believes its IRF is a breakthrough in primary smelting furnace
technology, a technology that incorporates plasma over induction that for the reasons described below deliver a significant shift in primary
smelting furnaces.
Independent trials, titled Induction Furnace Smelting of Reclaimed FeCr
Metal, Cr2O3, & Spinel, undertaken by Comenergy, Dr Patrick Glynn, Adjunct
Professor Griffith University, Australia, confirmed the IRF's ability to deliver superior performance, with the potential to be
significantly more energy efficient than current mainstream furnace technologies, with the capacity to achieve a higher conversion rate
of metal-oxides into metals; as noted by Inductotherm.
The EESTech IRF will provide an ability to melt/smelt non-conductive materials
such as ores, metal oxides, and silica that when smelted produce high levels of slag in an induction furnace. Until now, melting or smelting
of non-conductive materials relied on low efficiency electric arc, blast furnaces, or traditional induction furnaces fitted with costly
carbon crucibles which, contaminate the molten material with carbon and have a short life span making them costly to use.
EESTech’s IRF hybrid furnace has the capability
to melt/smelt ores and concentrates while managing the high-volume production of slag in a continuous and highly efficient manner. The
proprietary design of the IRF positions an ultra-high temperature plasma field directly over the slag zone of the IRF mitigating the formation
of dangerous slag crust forming above the molten metal while significantly reducing noxious off-gases, emitted to atmosphere, normally
associated with traditional smelting furnaces.
A key design feature of the IRF is the positioning
of “Induction Heated Decanting Spouts” that regulate and automatically control the discharge of molten metal and molten
slag. The molten slag is discharged through a spray system that transforms molten slag into spherical micro-pills
(ThermaPrills™), a high-end ceramic sand product widely sought after by the metal casting industry.
The application of the EESTech IRF, with an integrated
plasma cap for primary smelting is primarily enabled due to the following:
| · | The IRF can maintain slag in a safe molten liquid
state. |
| · | Automated regulation and control of molten metal
and slag volumes by continuous discharge through an induction heated discharge spouts. |
| · | Feedstock material is passed directly through an
ultra-high temperature plasma field to rapidly initiate the melt/smelt process. |
| · | The ultra-high temperatures of the plasma field
and its extended exposure to the reduction zone significantly reduces energy demands of primary ore smelting, delivering higher conversion
rates of metal-oxides into metals. |
| · | The induction heated metal zone below the plasma
heated slag zone completes the reduction of metal-oxides into molten metal and provides electromagnetic stirring action that produces
homogenous metal alloys. |
EESTech believes the net result of the IRF will be a highly-efficient primary
smelting platform that is more energy efficient than traditional furnaces. On February 19th, 2020. EESTech announced the signing of an
exclusive supply agreement with the Inductotherm Group, the world largest integrated builder and supplier of induction furnaces. https://www.eestechinc.com/2020/02/19/eestech-inc-announces-heads-of-agreement-with-inductotherm-corp/.
ThermaSand - ThermaPrills
EESTech believes that its previously described, ThermaSand™ produced
by EESTech’s unique process will have a market acceptance as a high grade, high demand, industrial sand product. Being manufactured
from FeCr slag, it will have a typical chemical composition of silica, alumina and magnesium bound together in an amorphous glass matrix.
ThermaSand is dust resistant, sub-angular, and with an elevated alumina content making it harder and stronger than silica sand which is
being banned by the foundry and metals casting industries due to it causing silicosis.
EESTech is developing a process for upgrading ThermaSand into high-end
metal casting ceramic prills, to be trademarked as ThermaPrills™. This process incorporates the melting of ThermaSand in a proprietary
induction heated launder where it is discharged into a PLC controlled proprietary venturi assembly using a high-pressure jet of air to
rapidly cool the molten material into a spherical ceramic ThermaPrills, then screened into various size fractions ranging from 500µm
to 100µm,
Sand is an essential part of the ferrous and non-ferrous foundry industry.
Sand made from FeCr slag has proven to be a superior product when used in the production of casting molds. EESTech’s ThermaPrills
can be sized and blended to meet demanding specifications of this high-end market opportunity.
ThermaPrills will have a fusion point of above 1600°C and a low rate
of thermal expansion, making them an ideal, cost effective foundry sand solution for most casting requirements. ThermaPrills produce stable
cores and molds that yield high quality metal surface finishes, thereby reducing finishing costs of the final product. These attributes
make ThermaPrills a premium foundry casting sand solution.
More than 90% of all manufactured goods in the United States contain cast
metal components, requiring 100 million tons of foundry sand in circulation with 10 million being replaced annually. ThermaSand and TheraPrills
will provide a longer service life and a more environmentally friendly alternative to the banned silica sand.
EESTech transforms process slag, an industry liability, into what it believes,
is the first real alternative to stop controversial wetland sand mining and the destruction of sensitive ecosystems. The production of
ThermaSand and ThermaPrills delivers a total full cycle waste management solution.
Geopolymer Cement
There are nine different classes of geopolymers, but the classes of greatest
potential application for construction and infrastructure are comprised of aluminosilicate materials, used to completely replace Portland
cement in concrete. Slag based geopolymer is ground-breaking and sustainable construction material, which can be used to replace Portland
cement to reduce the adverse effect of extreme CO2 emission.
Based on a 1993 study the production of Portland
cement is responsible for 7% of global CO2 emissions, the potential energy and carbon dioxide reduction using geopolymers are
considerable. Studies show that slag based geopolymer concrete mixes indicate a potential to significantly reduce greenhouse gas emissions,
making geopolymers a preferred alternative to Portland cement; https://www.researchgate.net/profile/Joseph-Davidovits/publication/306946529_Geopolymer_Cement_a_review_2013/links/5bf2cb7c299bf1124fde4512/Geopolymer-Cement-a-review-2013.pdf
Through the application of a unique proprietary process that takes advantage
of the sunk energy cost inherent in FeCr slag EESTech is able to transform ThermaSand into geopolymer activator - a high pH, user friendly,
liquid activator that chemically initiates the setting of sand and aggregate into geopolymer concrete.
EESTech’s geopolymers and green cement products offer advantages
such as high strength, ultra-porosity, low drying shrinkage, low creep, acid resistance, thermal properties and ultra-low carbon footprint
as a preferred substitute to Portland cement, therefore having the ability to generate carbon credits.
The environmental regulations driving the cement industry to reduce emissions
are increasing global demand for economically and environmentally sustainable alternatives to replace Portland cement. Furthermore, driving
the demand for change is the international financial markets support investment in environmental sustainability projects which is contributing
to the growth of the geopolymer and green cement markets.
All EESTech processes are nontoxic and ecologically harmless in freshwater
environments, completely inorganic, economically and environmentally sustainable.
HEDS Battery (High Energy Density Storage).
Designed, developed and licensed to EESTech by: Dr. Patrick
Glynn; Adjunct Professor, Griffith University, Queensland Australia and member of EESTech’s Advisory Board.
The HEDS technology was appointed the winner of the Kanthal
Award in 2018, for innovation in energy storage and power generation.
Thermal Energy Storage
EESTech believes its HEDS Battery (High Energy Density
Storage) is a breakthrough in high density energy storage, that delivers a paradigm shift in how high density energy storage is achieved.
The HEDS battery is based on sensible and latent heat
energy storage using silicon metalloid, a unique material that overcomes previous energy storage barriers for heat, solar and wind power
production and will in time, revolutionize green energy production around the world.
Phase Change Material of Choice
Silicon metalloid is solid or as a solid in granular
form. For Silicon metalloid to undergo a phase change it requires heat to be applied until it melts. This is the phase change we are looking
for, the melting point at which Silicon metalloid turns to liquid, is 14100C.
To raise the temperature 1000 grams of Silicon metalloid
from ambient temperature (<>250C) to 14100C, the Silicon metalloid will absorb approximately 975,365 Joules.
To now force the same 1000 grams of Silicon metalloid through the phase change and into a liquid without raising the temperature, the
Silicon metalloid would need to absorb a further 1,743,763 Joules. This would give Silicon metalloid in its molten state without exceeding
14100C, an energy storage capacity that is 20 times that of a lead acid battery.
The HEDS battery has unlimited charge/discharge cycles,
480 W/hour per kg energy storage density and a potential >90% efficiency when used in combined heat and power (CHP) applications. HEDS
batteries are suited for energy storage applications including mobile phone cell-towers, bus, truck, train and sea ferries due the smallest
size starting with 500 kW/hour thermal storage for transport and commercial vehicles increasing to over 50 MW/hour thermal storage for
utilities requiring mass scale energy storage.
EESTech believes this technology will set a new benchmark
for clean energy storage, it is based on existing proven technologies, reducing development time, with design advantages achieving 20
times higher energy storage capacity of a lead acid battery and up to 200% better than all other energy storage technologies. The integration
of custom sized HEDS will significantly increase the average efficiencies of wind or solar power systems.
EESTech will assign a HEDS technology License Agreement to Bharat Energy
Storage Technology, India, this company has successfully produced operating systems and is in the process of producing the first commercial
HEDS for domestic and industry market applications within India. EESTech will initially contract Bharat for the production and distribution
of HEDS, for EESTech’s worldwide distribution into other growth market opportunities.
EESTech Customers/Prospects
Samancor Chrome Holdings Proprietary Limited
A revision of South Africa’s Mineral and Petroleum Resources Development
Act 2002, which introduced strict regulations governing mine and process waste, compelled Samancor with over 40 million tons of FeCr slag
stockpiled across six production sites, to contract with EESTech for the provision of an economically, environmentally sustainable, waste
management solution.
In 2015, Samancor, the world’s largest integrated ferrochrome (FeCr)
producer, entered into a Collaborative Development Agreement with EESTech, to demonstrate EESTech’s waste management capability
by agglomerating discarded chromite ore fines into WRAM-ROX. The Agglomeration would enhance the efficiency of FeCr metal production,
thereby eliminating a waste liability by transforming process slag waste into a valuable resource.
While working with Samancor, EESTech identified an opportunity to recycle
Samancor’s FeCr slag to recover up to 99% of chrome units that remain locked within process slag, due to the inefficiencies of traditional
process equipment, to produce a smelt ready concentrate in the form of WRAM-ROX.
EESTech’s ability to recover chrome units from slag for smelting
in its IRF, results in all post process tailing being an ultra-clean sand product, independently classified as an inert material, that
is nontoxic and ecologically stable, making it environmentally sustainable and suitable for a number of downstream commercial applications.
This sand product has been trademarked by EESTech as ThermaSand.
EESTech’s process configurations were validated in South Africa by
Samancor over the course of a 4-year due diligence process, which included multiple sample processing’s, third party test analysis
and economic and technical feasibility appraisals.
Upon contract completion, EESTech initiated a planned rollout schedule
to advance the Samancor project which included contracting the services of Ekoinfo CC Environmental
& Wildlife Management Consultancy, to undertake a comprehensive, Government required Environmental Impact Assessment (“EIA”)
as part of the regulatory requirements that must be completed and approved prior to initiating project construction. The Environmental
Impact Assessment for the Samancor project was approved by the South African Government Department of: Agriculture, Rural Development,
Land & Environmental Affairs, Mpumalanga Province, Republic of South Africa, titled, EIA Approval.
A two-stage two-year rollout plan was determined the most cost-effective
way to establish the Samancor project. A two-stage deployment program will result in Stage 1 requiring the establishment of a FeCr slag
milling and screening facility that should produce an early cashflow of saleable products: a) a Chrome concentrate in the form of WRAM-ROX
which EESTech intends to sell to Samancor and b) ThermaSand, for which EESTech already has a high volume off-take commitment for by the
foundry and metal casting industry.
Stage 2, comprises the deployment of EESTech’s patent pending plasma
over induction furnace (IRF), for the primary smelting of the chrome concentrate WRAM-ROX into FeCr metal, sold back to Samancor under
the terms of an Off-Take Agreement for all FeCr metal produced. The ability and efficiencies of Stage 2 will significantly increase the
commercial benefits to EESTech.
In September, 2017 Samancor informed EESTech that it would enter into an
agreement with EESTech to implement a 10 million ton slag waste recycling project at their Ferrometals production facility, the largest
of Samancor’s facilities, located in Emalahleni, Mpumalanga Province, approximately 65km east of Pretoria in South Africa.
On February 21, 2019, Samancor Chrome, awarded EESTech a 10-year contract
with a 5-year extension option to undertake the recycling of FeCr slag waste at their Emalahleni facility. where over 12.5 million tons
of FeCr slag waste is stockpiled with approximately 1 million tons of FeCr fines stored in a slimes dam.
EESTech was contracted to deliver a “zero waste” solution at
Samancor’s Ferrometals production facility, where EESTech’s advanced process methodologies will reclaim up to 99% of residual
FeCr units from Samancor’s slag dumps. The EESTech facility is configured to process in excess of 700,000 tons of slag per year,
to produce reclaimed chrome concentrate and post process tailings (“PPT”). All PPT generated from recycling and reclaiming
of chrome units from slag is beneficiated into high-grade inert, specialty sand products, highly sought after by a variety of industries.
Under the terms of the contract with Samancor all PPT are 100% owned by EESTech (this will be marketed as ThermaSand), with all revenues
from the sale of this material going to the sole benefit of EESTech. ThermaSand can be sold as a feature rich foundry and metal casting
sand. https://www.alibaba.com/product-detail/Ferro-Chrome-Sand
Under the terms of the contract, Samancor is obligated to purchase
all FeCr metal reclaimed by EESTech at a pre-determined discount to the spot market price for FeCr. Based on the volume of recoverable
FeCr and the volume of ThermaSand produced and sold, we believe the potential revenue value over a ten-year period will be in excess of
US$800 million, plus an upside share in FeCr market price increases. The revenue target reflects on the forecasted value / revenues generated
from the sale of product EESTech can reclaim from the Samancor Emalahleni FeCr slag dump. Samancor is contracted to provide EESTech 10
million tons of FeCr slag over the 10 year term of the agreement with an extension option for a further 5 years, EESTech’s revenue
target assumptions are limited to the 10 year period. The current reserve of FeCr slag at the Samancor Emalahleni facility is reported
at approximately 13 million tons, with an additional 1-2 million tons of slimes dam fines. Additionally, Samancor is producing over 300,000
tons of new horizons slag per annum.
EESTech has designed a reclamation facility with a process capacity
of approximately 700,000 tons of Fr Cr slag per annum, producing between an estimated 100,000 to 120,000 tons of chrome concentrate and
550,000 to 600,000 tons of inert post process tailings sand per annum for resale. The chrome concentrate produced by EESTech has a forecasted
value of US$150 per ton, as a discount to market price for chromite ore, https://trade-metal.com/chromite-ore-price-s5328.html, or if
beneficiated-upgraded in EESTech's IRF to FeCr metal, a revenue contribution to EESTech of no lower than US$1200 per ton, the discounted
floor price Samancor is contracted to purchase FeCr metal from EESTech, whereas the current market value of FeCr metal is approximately
US$1,335 per ton,
The post process tailings sand is to be beneficiated into ThermaSand, which
is forecasted to deliver a revenue contribution of US$150 per ton.
Revenues from the sale of the non-beneficiated chrome concentrate and ThermaSand
exceed US$900 million over the ten year term of the contract;
Cr Concentrate : 100,000 tons x $150 x 10yrs = $150,000,000
Tailings Sand : 500,000 tons x $150 x 10yrs = $825,000,000
|
- |
Currency exchange rates influence of domestic (South African) chrome concentrate as this product is sold locally back to Samancor
is South African Rand. EESTech has modelled its assumptions on a Rand15 to US$1. |
| - | The sales of ThermaSand and beneficiated Cr Concentrate (FeCr metal) is traded/ valued in US currency. |
| - | The market price of FeCr varies according to market supply and demand conditions, however underlying demand for stainless steel which
comprises approximately 18% FeCr has had the market price of FeCr consistently above the floor price that Samancor is contracted to purchase
FeCr from EESTech for. Furthermore, it should be noted that South Africa represents approximately 72% of the worlds commercial supply
of chromite. https://www.rough-polished.com/en/analytics/123526.html |
| - | An estimated investment of approximately US$50 million for the commissioning of a Samancor FeCr Slag Reclamation facility is anticipated
to generate approximately US$90 million per annum with an EBITDA of approximately 60%. |
The project establishment period is defined as once project funding is
finalized. Global supply chain constraints could impact equipment supply lead times, which could give rise to a 6-8 month over run in
completion. The estimated target date for commissioning of the facility Q1 2025, with project deployment costs are estimated at $50,000,000.
Effect of Governmental Regulations
| • | With EESTech’s lead projects being in South Africa, compliance with South Africa’s
Black Economic Empowerment Regulations is required. This recognizes the utilization of black owned local service and supply companies
and either 26% of locally registered operating companies to be black owned or for multinational companies a Black Economic Empowerment
levy of up to 4% of revenues. |
| • | South Africa has a Carbon Emissions tax of Rand 144 per ton, about US$9 per ton.
|
EESTech’s project deployments require environmental approvals that
are granted from the submission of Environmental Impact Assessments (EIA). With EESTech positioned as an environmental service company
provisioning environmentally sustainable solutions, the filing or submission of EESTech’s applications are being well received by
South Africa’s Department of Environmental Affairs, the EIA for the Samancor project has now been approval and received by EESTech
Sasol South Africa Limited
Sasol Limited (“Sasol”) is
a publicly listed company on the Johannesburg Stock Exchange in South Africa and the New York Stock Exchange in the United States. Sasol
is a large company and the seventh largest coal mining company in the world. Sasol is a producer of synthetic chemicals and fuels
derived from coal. Sustainability has become a major driver in Sasol's business, whereby they have prioritized four relevant Sustainable
Development Goals to ensure their business is environmentally, socially and economically sustainable. https://www.sasol.com/sustainability/our-sustainability-approach
In February 2014 EESTech was invited by Sasol to demonstrate its ability
to improve the physical or chemical properties (“beneficiate”) of discarded coal fines into a product suitable for gasification.
Sasol operates Fischer-Tropsch synthesis-based fuels production plants and is one of the world’s leading large-scale producer of
liquid fuels and chemicals from coal.
EESTech successfully demonstrated that it could mitigate Sasol’s
environmental waste footprint through the deployment of the WRAM-ROX process, by converting a liability into a suitable feedstock for
Sasol’s gasification plant. Gasification, rather than direct combustion, significantly reduces the environmental emissions of coal
as a fuel source.
In August 2014, EESTech responded to a formal request for a proposal from
Sasol by submitting a comprehensive proposal for a complete WRAM-ROX process line for the agglomeration of coal fines. Sasol did not proceed
with the project however due to pressing sustainability concerns they reactivated the project and made direct contact with EESTech declaring
EESTech was the only company that had been able to demonstrate the capability to agglomerate coal fines to the specification required
for gasification.
Sasol has engaged EESTech to undertake an extensive testing / trial and
demonstration program for the deployment of EESTech's WRAM-ROX process for the agglomeration of coal fines. The capital requirement for
this project testing and trials are being underwritten by upfront establishment fees by Sasol.
EESTech was initially contracted to undertake an analysis
of its various fine coal streams and determine if such product could be agglomerated into pellets that would allow this product to be
gasified. The gasification of reconstituted coal fines requires unique performance characteristics greatly different from that required
for combustion.
The initial experimental / R&D undertaking was followed up by a work order for production trials, that would produce 1 ton of agglomerated
Sasol coal fines for Sasol gasification testing. Completion of this has led to Sasol commissioning EESTech to produce a conceptual engineering
and design study for a commercial scale fine coal agglomeration facility to validate commercial scaling and financial feasibility of such
a process facility.
Conditional of this study meeting the requirements of Sasol,
it is intended the Parties will enter into negotiation of a commercial contract that will become a significant component in assisting
Sasol to meet its environmental sustainability objectives. Subject to further trials being completed by EESTech, the commercial contract
will call for a long term (10-15yrs) tolling fee service arrangement for the agglomeration of approximately 1 million tons Sasol coal
fines per annum and the doubling of this before 2029. Pre-contract trials are continuing.
Aside from this fine coal agglomeration project, EESTech is in advanced
negotiations for the partnering with Sasol for the utilization and market deployment of other EESTech waste management / emissions reduction
technologies. Completion of negotiations and announcement of a signed agreement is anticipated pre 2023.
Anglo American / Kumba Iron Ore
In August 2013 EESTech initiated an evaluation trial with AngloAmerican
Corp (Kumba Iron Ore) to determine the application potential of the EMS formulations when used in EESTech’s WRAM. The shareholders
of Kumba Iron Ore are; Anglo American plc (63.4%) the Industrial Development Corporation (IDC) of South Africa (13.1%) and Minority shareholders
(23.5%).
The evaluation program demonstrated that WRAM-ROX have the necessary integrity
to be used as feedstock for smelting iron ore and other metal oxides in a blast furnace. Trial results confirmed that WRAM-ROX increased
the efficiency of blast furnace operations to significantly reduce energy demand. EESTech’s testing indicated that WRAM-ROX resulted
in a 30% reduction in downstream processing energy requirements and up to a 45% reduction in require carbon additives used by the furnace
smelting process; equating to a substantial reduction in carbon emissions. EESTech believes this innovation collectively delivers economic
and environmental sustainability outcomes for smelting metal oxides into metal.
EESTech’s Other Technologies
The following is a description of other technologies that EESTech has
decided to not aggressively pursue at this time but believes provide potential future value.
Hybrid Coal Gas Turbine (HCGT)
EESTech believes that its HCGT represents a significant initiative in the
battle against climate change.
Billions of tons of waste coal are stockpiled in dumps around the world.
Until now this has been an acknowledged legacy of coal mining and coal fired power generation. Waste coal is an ongoing generator of environmentally
hazardous methane, a Green House Gases (“GHG”) emission that the United States EPA estimates is more than 25 time as potent
as carbon dioxide at trapping heat in the atmosphere, See attached: Methane Emissions
The HCGT is a robust, high efficiency combustion process with a multi-fuel
capability, designed and developed for the combustion of low-quality waste coal in combination with fugitive coal mine methane gases such
as Ventilated Air Methane (“VAM”) or Coal Mine Methane (“CMM”), in the uniquely configured HCGT rotary kilns.
EESTech believes that using waste coal for the production of a low carbon
cement and the generation of electrical energy would greatly reduce GHG emissions when compared to the volume of methane emissions constantly
generated over the lifetime of waste coal dumps. Furthermore, EESTech believes that utilization of waste coal as a fuel for the HCGT will
mitigate the production of methane and acid mine leachates, to deliver long-term environmentally sustainable benefits and commercially
responsible governance of natural resources.
The HCGT uses a sophisticated combustion control system to regulate the
flow of variable fuel types or combination of fuels, including waste coal, high volumes of forced air flow and the ability to use CMM
/ VAM to produce high temperature combustion gases. These super-heated gases are passed through a heat recovery boiler to convert heat
energy generated from combustion into steam which is expanded through a steam condensing turbine to produce electricity. All exhaust gasses
are treated by an industry first acoustic agglomeration filtration process that removes up to 83% of all particulate matter from the HCGT
exhaust stream.
The HCGT was developed as modular 1MW, 3MW and 6MW power generation platform
with the capability of producing commercial volumes of low carbon cement per MWh of energy produced. All components utilized in the HCGT
design were developed using commercially available components that could be sourced from local manufacturers, and configured as a platform
to incorporate EESTech’s process. The HCGT was thus easily scalable to meet the requirements of most applications.
EESTech has recently made an addition to the HCGT by including the WRAM
ROX process for the preparation of waste coal as fuel for the HCGT, whereby proprietary formulations are added to enhance the thermal
values and combustion characteristics of the waste coal. The combination of enhanced fuel and high volumes of forced air flow result in
ultra-high temperatures being achieved inside an enclosed flare, effectively eliminates any visible smoke from being exhausted.
A key component of the WRAM ROX formulation is designed to transform fly-ash,
produced from the high temperature combustion of waste coal within the HCGT, into a calcined clinker that, when mixed with gypsum and
milled down to a uniform size of below 30 micron, produces a high grade low carbon cement, an economically and environmentally sustainable
replacement for Portland Cement.
After completing a fully developed HCGT pilot plant in 2007, three internationally
recognized independent engineering companies were contracted to undertake a comprehensive performance review and to confirm the efficiencies
and scalability of the HCGT.
JetWater
The JetWater system was developed by EESTech in 2004, is a water purification
technology that is designed to deliver efficient and cost-effective treatment of contaminated effluent arising from industrial processes
or occurring in process waste streams. The JetWater can also be used for the desalination of sea water.
The JetWater system (“JWS”) can process up to 11,000 gallons
(50,000 litres) of contaminated water per hour, using a simple and unique process for extracting dissolved and suspended solids from water,
resulting in water which can be processed to pharmaceutical standard if required.
The evaporation based JWS process can produce purity of output water to
less than ten parts per million of suspended solids. Achieving target levels of the output contaminants can be controlled to any level
by mixing of feed water with processed water. Water classified as demineralized or potable are able to be produced from the process. Industrial
waste water can be processed to achieve 100% recycling of site waters, making for no off-site discharge and hence exceeding all EPA guidelines.
The quality of the produced water may permit discharge to ecosystems with
no further treatment necessary to comply with EPA guidelines. Further chemical treatment can be utilised to address residual pathogens
that are not sterilised in the heating by this process. The requirement for chemical treatment and the quantities of chemicals utilised
in the post-treatment dosing are significantly reduced in comparison to all filtration technologies. Cost of total treatment of wastewaters
is significantly reduced due to less chemical intervention to achieve the same cleaning of the water.
Pyro-Metallurgical Thermite Formulations
EESTech has developed proprietary pyro-metallurgical thermite formulations
that can be incorporated into WRAM ROX to enhance primary smelting efficiencies by significantly reducing energy requirements for smelting
mineral oxides into metal including reactive metals such as titanium.
EESTech successfully demonstrated that this proprietary process has the
potential for competitive commercial titanium production. Laboratory-scale testing that incorporated the use of EESTech’s proprietary
pyro-metallurgical thermite formulations, confirmed the ability to convert titanium dioxide TiO2 into Ti metal through a highly efficient
three-stage process incorporating a modified IRF, trademarked as the Ti-IRF.
The purpose of the first stage Ti-IRF process using EESTech’s pyro-metallurgical
formulations was to ensure that the high-temperature smelting reactions occur reliably at a controlled rate.
The second stage of the process was smelting the WRAM ROX in the Ti-IRF
to produce molten Ti metal. WRAM ROX formulations regulate the reaction rates to prevent violent splattering normally associated with
high-temperatures generated by a thermite reaction. The Ti-IRF provides a controlled environment that prevents molten metal contamination.
This aspect is critical to ensure a high-grade Ti metal product.
EESTech solved the problems related to the reactivity of titanium metal
and its oxides by lining the Ti-IRF crucible with an oxide that does not react with molten Ti metal. Using a water-cooled copper skull
crucible in the Ti-IRF for the production of Ti metal successfully addresses this critical issue.
The atmosphere within the Ti-IRF is controlled with inert gas to prevent
oxidation of the molten Ti- metal during the smelting process. This will be continued in pilot-and commercial-scale work, and vacuum vessels
will also be introduced to limit the oxygen content of the final product.
The third stage of the process for the reduction of the molten Ti-metal
was the dissolved oxygen content so that the finished product meets industry standards. This is achieved by adding a granulated metal
to the molten Ti-metal while in the Ti-IRF. The granulated metal has a higher affinity for oxygen than the molten Ti-metal, thus stripping
out the oxygen without alloying with the molten Ti-metal. The granulated metal is converted to an oxide and is removed from the molten
Ti-metal in the form of slag, which potentially has a commercial value of its own.
EESTech’s believes Ti-IRF has the potential to deliver a more efficient,
more cost-effective method of producing Ti-metal compared to current industry processes. EESTech believes that the computational and experimental
work conducted to date indicates that the Ti-IRF has the potential to deliver a more efficient and more cost-effective approach compared
to the mainstream processes currently used to produce Titanium metal. EESTech believes the process will transition to become a major primary
smelting breakthrough for the titanium industry.
EESTech believes that its’ proprietary formulations combined with
the Ti-IRF process will disrupt and alter the landscape of this industry, as it holds the potential to be more energy efficient and to
significantly reduce the carbon footprint of the industry standard Kroll process invented in 1932.
Delta-E
The Delta-E is a proprietary technology under development by EESTech, designed
to be a highly efficient, milling process that utilizes the extreme dynamics of natural forces on hard rock.
The Delta-E, with no internal moving components, is intended to use a counter
flow vortex generator, acoustic modulation, vacuum and cryogenics to generate the required conditions to breakdown the structural bond
of materials fed directly into the process chamber.
The design features of the Delta-E are intended to induce naturally occurring
stresses that have the ability to mill dry or saturated materials down from 70mm to ultra-fines subangular particles of less than -50µm,
water is vaporized, all solids are disassembled to their elemental form before discharging within the gas/air stream.
Processed materials will be pneumatically conveyed into a cyclone where
they are separated from the gas/air stream. The processed material will then be dispensed from a storage hoper into a gravitational separator,
whereby the ultra-fine materials are separated by specific gravity.
The purified fine materials will be able to be bagged and sold as feed
stock for a variety of industrial applications or can be processed into WRAM-ROX as a smelt ready concentrate for the production of Metals
and alloys.
Prototype Delta-E devices have been built in a number of development configurations
and tested with a variety of feed materials, demonstrating the potential to significantly reduce the cost of milling hard rock materials.
The development phase of the Delta-E has demonstrated a promising potential
to achieve the priceable design objective. EESTech plans to continue this development as a work in progress
Intellectual Property Rights and Strategy
EESTech Intellectual Property Strategy
The following presents a high-level summary of EESTech
intellectual property: i) current status; ii) ownership and IP management; and iii) future strategy.
i) EESTech Intellectual Property – Current
Status
EESTech intellectual property currently includes registered
and unregistered intellectual property rights: three international patent applications, one early-stage patent application (filed but
not yet extended internationally), two registered trademarks, five unregistered trademarks, copyright works, data, designs, confidential
information and trade secrets (please see Tables 1 and 2).
Patents
We are using the Patent Cooperation Treaty (PCT),
managed from Europe, which makes us eligible for patent protection in up to 156 countries around the world, including USA, Canada, Europe,
China, India, and the countries of the Asia-Pacific area, Africa and south America. Mid-2023 to early 2024, we will select from the 156
countries of the PCT those countries of commercial or competitive importance and we will maintain the patents in those countries. Once
granted and if maintained, the patents will continue in force for 20 years.
The three international patent applications protect the
novel aspects of the EESTech technology as a process, as the related equipment and the resulting products or qualities of the products.
PCTIB2022/055499 ‘Improved hybrid smelting system’
describes the novel EESTech induction smelting system and the parameters of control that optimize the hybrid combination of plasma over
induction for a superefficient, continuous smelting process, via real-time monitoring and adjustment of the process parameters.
PCT/IB2022/056395 ‘Method and system for the
remediation of spent pot liners’, cites PCTIB2022/055499 and the pertinent advantages of the EESTech smelting process, and describes
the EESTech plasma field remediation of spent pot liners where toxic and hazardous compounds are rendered safe, remediation yields are
repurposed materials and value-add products are produced. Remediation is accomplished by a system comprising a primary plasma arc furnace
to receive and decompose the spent pot liners to produce a raw syngas, a secondary plasma arc furnace to receive and decompose the raw
syngas to produce a refined syngas, and a controller to monitor and control the remediation.
PCT/IB2022/056624 ‘Method and system for beneficiation’
describes the EESTech method and system for beneficiation for the recovery of alloys, metals, and minerals from mining and process waste,
for example, the recovery of ferrochrome (FeCr) from less desirable materials. An exemplary product is a chrome concentrate of 95% chrome
units.
GB2210223.0 ‘Method and system for thermal spent
pot liner beneficiation’ describes a process to thermally beneficiate spent pot liner from aluminum smelters into inert slag, crude
iron (‘pig iron’) and syngas, with the advantage that the syngas is combusted in a generator providing supplemental power
for the beneficiation process.
Trade marks
EESTech product and corporate names are protected
via registered and unregistered trade marks. We intend to use the EESTech leaf – now registered in the European Union and being
extended internationally - as an alphabet and translation agnostic brand identifier, akin to Apple Mac’s apple logo. A text component,
the EESTech name, and other descriptors will be used in association with the graphical mark.
Copyright works
Copyright works support the technology covered by
the patent applications and an inventory of copyright works (including software, design drawings flow charts and other documentation)
is underway. These include: original source code and software relating to the patented process master control unit, documentation, brand
illustrative and instructional matter, engineering and other design drawings that are not covered by design, flow charts, graphical works
and data.
Designs
Plant and apparatus components, as well as the unique
physical form of products (e.g. briquettes), will be protected by registered and unregistered design right. In most major territories,
a ‘grace period’ applies to registered designs whereby, unlike patents, a product can be disclosed before design protection
is sought. EESTech will thus proceed with design protection during 2023.
IPR: |
Application number: |
Title: |
Filing date: |
Patent: |
PCTIB2022/055499 |
Improved hybrid smelting system |
15.06.21
|
|
PCT/IB2022/056395 |
Method and system for the remediation of spent
pot liners
|
03.12.21 |
|
PCT/IB2022/056624 |
Method and system for beneficiation |
17.12.21
|
|
GB2210223.0 |
Method and system for thermal SPL beneficiation |
12.07.22 |
Trade marks:
Registered trade marks |
NZ 1077578 |
Inductosmelt® |
04.10.17 |
|
EU 018694714 |
® |
28.04.22 |
Unregistered trade marks |
|
ThermaSand™
ThermaPrills™ |
|
|
|
WRAM-ROX™
R3 Process™
Delta-E™
|
|
Copyright: |
|
source code* and software* (including of the patented
process master control unit)
documentation
brand illustrative and instructional matter
design drawings*
flow charts
graphical works
data
|
|
Design: |
|
Equipment / plant*
Equipment / plant components
logo
|
|
|
|
* currently among EESTech trade secrets
|
|
ii) Ownership and IP management
In March 2022, EESTech Inc incorporated a wholly owned
subsidiary company – EESTech Europe Holdings BV to manage EESTech intellectual property. Among the anticipated benefits of the intellectual
property management entity are: clarity of ownership for ease of intergroup and commercial transactions; the focus of an expert team;
the minimizing of the overall rate of tax for the group and simplification of inter-jurisdictional tax issues; and ease of IP valuation.
In addition to other benefits, the Netherlands was
chosen as the place of incorporation for EESTech Europe Holdings for its tax, funding and legal advantages (including the caliber of intellectual
property law, practice and flexible choice of intellectual property rights filing jurisdiction).
All intellectual property is in the process of assignment
from EESTech, Inc to EESTech Europe Holdings BV, and EESTech Europe Holdings BV will now be the applicant and owner of intellectual property.
iii) EESTech Intellectual Property Strategy
Each form of intellectual property right serves a
different purpose. As separate legal instruments, each intellectual property right can be used independent of, or in combination with
other rights and can thus build value and facilitate different commercial operations internationally.
Historically, EESTech had relied on confidentiality and
trade secrets. This reflected the fast pace of improvement and development to the EESTech technology, while avoiding the ‘public’
disclosure that most forms of intellectual property application entail.
The EESTech intellectual property portfolio is now being
constructed to take advantage of different intellectual property rights to enhance protection,
value and commercialization options.
Our goal is to ensure that each novel and valuable
aspect of the EESTech technology is captured - individually and within the context of use - as well as iterations that are non-core business
for EESTech but which can be out-licensed to third parties or further developed as collaborative ventures.
We intend for EESTech intellectual property rights
to be international: valid and enforceable in countries where EESTech operates/will be operating; in countries where there is out-licensing
potential; and in countries where there might be risk of ‘invent around’ or ‘non-infringing’ copying. We will
also select optimal jurisdiction for filing, according to qualitative criteria and competition.
Among other advantages, we intend that the portfolio will support EESTech’s
commercial negotiating position and preemptively define EESTech ‘background’ intellectual property prior to collaboration
to reserve EESTech’s right to related new intellectual property resulting from collaboration.
We intend that the portfolio will also be structured to enable EESTech
to take-up alternative revenue generating opportunities.
Year Ended December 31, 2020
Covid-19
In February 2020, the Covid-19 Pandemic impacted EESTech’s
project rollout plan by bringing everything to a halt, including EkoInfo’s work on the Samancor project EIA, with all other projects
being disrupted.
Samancor Chrome
In January 2020, EESTech appointed Nautilus Projects (Pty) Ltd, as the
lead engineering company to initiate the detailed engineering plan for the deployment of the Samancor project. Nautilus is an independent
turnkey projects solutions company, with expertise in the mining sector where they deliver Engineering, Procurement and Construction (EPC)
services.
Over the twelve months Nautilus has worked closely with EESTech to complete
the Samancor projects scope of works, identifying and consolidating arrangements with all equipment and service providers. EESTech and
Nautilus have completed a comprehensive process design review, confirming the logistics and supply chain certainty for all imported equipment.
Sasol
In May 2020 Sasol issued an international Request for
Proposals (RFP) / Tender for the agglomeration of coal fines to a specification suitable for gasification. While EESTech was once again
invited to submit a proposal under this RFP now ready for public release. EESTech gave notice to Sasol that, as previously noted in 2019,
that EESTech was not prepared to be part of its competitive tender process. EESTech reiterated that it would still welcome the opportunity
to deliver the project for Sasol if the respondents to the new RFP failed to meet the original standards set by EESTech in 2014.
In 2021 Sasol made contact with EESTech because they
were dissatisfied with the outcome of the tender by others as no suitable submissions were received. Subject to further trials being completed
by EESTech Sasol is seeking a commercial arrangement with EESTech to agglomerate Sasol’s discard coal fines to a standard that could
meet their gasification requirements. Sasol is ideally seeking a tolling / fee for service arrangement for an immediate agglomeration
25,000 tons of coal in the first year growing each year thereafter to an approximate 2,500,000 per year within 3 years, with a contract
period of fifteen years. Pre-contract trials are continuing.
Spent Pot Liners (SPL) disposal
In March 2020 EESTech Australia Pty Ltd entered into
a confidential Technology/process trial/demonstration Agreement with a New Zealand based aluminium smelter to develop and demonstrate
a waste management solution for the disposal of Spent Pot Liners (SPL), a hazardous and problematic waste material produced through the
production of aluminium. EESTech’s plans to develop an innovative waste management solutions that requires minimal pre-treatment
of SPL waste streams by utilising the inherent calorific value of SPL to supplement the energy requirements for the remediation process.
EESTech’s reclamation and remediation process will
incorporates the automated IRF to melt/smelt all SPL materials into non-hazardous vitrified and inert material suitable for downstream
applications, resulting in a zero-waste outcome. The refractory component of SPL will be transformed into ThermaPrillsTM a high-grade,
feature-rich, foundry and metal casting sands. The carbon component of SPL will be converted into an organics syngas. The syngas is quenched,
cleaned and passed into an off-the-shelf engine that can use syngas as fuel for the generation of the project’s energy requirements.
In November 2020, Albatross Equity
Investments of New Zealand purchased a 27% interest in EESTech Australia Pty Ltd, this sale was initiated to enable the development of
comprehensive laboratory and pilot plant trials for the environmentally sustainable disposal of the SPL at the NZ aluminium production
facility and to initiate the development of market opportunities for EESTech within Australia and New Zealand.
Year Ended December 31, 2021
Samancor Chrome
After disruptions and long delays caused
by the Covid-19 Pandemic, EkoInfo, EESTech’s environmental engineering consultants were able to complete the Environmental Impact
Assessment for the Samancor project, and in October 2021 EESTech received notification, from the South African Government Department of
Environmental Affairs, that the EIA for the Samancor project had been approved.
The Samancor project will be initiated
in two separate stages, with each being managed by a contracted Engineering, Procurement and Construction (EPC) specialist, contract to
manage the deployment of each stage as defined by a scope of works.
Stage 1. incorporates EESTech’s patent pending
Reclamation Resource Recovery Process (R3 Process) which represents a highly efficient comminution process that maximizes the yield potential
of targeted material from the recycling of process slag.
EESTech’s R3 Process capability incorporates long
serves live equipment with successful operating histories in the oil, cement and minerals processing industries.
The unique configuration of EESTech’s comminution
process reduces feed material down to under 500µm with the ability to liberate targeted resources from its matrix material, efficiently
recovering up to 99% of multiple target materials in a single pass, all post process tailings are
upgraded in inert products for downstream applications.
EESTech’s
advanced R3 beneficiation process enhances the economic outcomes of the extractive metallurgy process to deliver significant improvements
in resource recovery. All recovered resource concentrates are passed through a Waste Resource Agglomeration Module (WRAM) to produce saleable
WRAM-ROX, an EESTech patent pending process that uses proprietary binder formulations to enhance the efficiencies of the smelting process.
Stage 2. incorporates EESTech’s patent pending
Inductosmelt Reduction Furnace (IRF) a world’s first Plasma over Induction furnace comprising the integration of two well established
technologies. The IRF has the ability to smelt non-conductive materials, a process that until now relied on low efficiency electric arc
or blast furnaces. The IRF provides the perfect smelting environment to reduce metal-oxides into metal. It is significantly more cost
effective to build, own, and operate than traditional furnace technologies.
Zero-Waste and Environmentally sustainable outcomes
Stage 1. incorporates a proprietary binary compound that
reacts with the post process tailings to encapsulate any remaining hazardous materials within an acid resistant matrix to produce a high-grade,
particle shaped, technical sand product, independently validated as a non-hazardous product with a NEMWA Class 4 “inert” material
certification. Trademarked and marketed by EESTech as ThermaSand, in demand by a number of high volume downstream commercial markets.
ThermaSand can be further upgraded into ceramic prills,
trademarked as ThermaPrills. Manufactured by melting ThermaSand in a proprietary induction heated launder which is then discharged to
form spherical ceramic ThermaPrills, a high-end, high value metals casting sand.
Stage 2. The IRF primary smelting process produces two
products, FeCr metal which is sold back to Samancor and an ultra-clean slag material that is upgraded into ThermaPrills.
The net result of EESTech’s process is Zero-Waste
and Environmentally sustainable outcomes
Sasol
In April 2021 EESTech was once again contacted by Sasol who reported
that they were dissatisfied with the outcome from multiple tenders as no suitable submissions were received and were now seeking a commercial
arrangement with EESTech to use the WRAM ROX process to agglomerate Sasol’s discard coal fines to a standard that could meet their
gasification requirements.
Sasol stated that the samples submitted by EESTech in 2014 were of a standard
above any competitive offers presented by respondents to the RFP and that EESTech's WRAM-ROX were the only products that met their requirements.
This has resulted in Sasol exclusively engaging EESTech to deliver a fine
coal agglomeration solution to recover what is presently deemed discard coal fines. The outcomes developed by EESTech will mitigate Sasol’s
environmental waste footprint and convert an environmental liability into a suitable feedstock for Sasol’s gasification plant. Gasification,
rather than direct combustion, significantly reduces the environmental emissions of coal as a fuel source.
While the previous RFP in 2014 was seeking to agglomerate coal fines for
thermal combustion / power generation, the current requirement is for the agglomeration of coal fines for gasification, requiring a different
formulation to produce WRAM-ROX, for gasification and the production of synthetic fuels.
Sasol has given EESTech two work orders, one for 25,000 tons per month
and the second for 2.5 million tons per year. Sasol is ideally seeking a $46 per ton tolling / fee for EESTech’s services.
Product Warranties
We have not yet determined what type of warranty, if
any, will be offered other than back to back equipment warrantees and process guaranties provided by equipment/component suppliers. The
deployment of our process capabilities will be covered by independent detailed engineering service providers and EPC contractors. We anticipate
that performance guarantees will apply to most of our systems.
Advisory Board
We utilize an Advisory Board to assist the Company in corporate and finance
and research and development matters. The Advisory Board members have various backgrounds and experience that complement our operations
and business strategy. The Advisory Board provides suggestions to our management on an as-needed basis. The Advisory Board members are
appointed on renewable two year term. Additional information about the Advisory Board, which currently consists of 13 members, is available
on our website at www.eestechinc.com.
Employees
Our operations have been conducted by utilizing the services
of specialist consultants and contractors. The Company has no direct employees. For as long it remains in the development stage, the Company
intends to continue to utilize consultants and contractors for administrative, accounting, and other services.
Item 1A. Risk Factors.
An investment in the Company involves a high degree
of risk. Before making an investment decision with respect to our common stock, you should consider the risks described below in addition
to the cautionary statements and risks described elsewhere and the other information in this registration statement and in our other subsequent
filings with the SEC. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known
to us or currently deemed immaterial by us, may also impair our operations. If any such risks actually occur, our business, financial
condition, liquidity, results of operations and prospects could be materially adversely affected and our ability to implement our growth
plans could be adversely affected.
Risks Related to our Business and Operations
We have incurred significant net operating losses
since our inception and anticipate that we will incur continued losses for the foreseeable future.
We had an accumulated deficit of $35.1 million as of
June 30, 2022, and we will continue to incur significant expenses in the foreseeable future related to the development and commercialization
of our business plan. As a result, we will be sustaining substantial operating and net losses, and it is possible that we will never be
able to sustain or develop the revenue levels necessary to attain profitability.
Our financial position creates doubt as to whether
we will continue as a going concern.
We generated minimal revenues in 2021 and no revenues
in 2020. Our financial position raises substantial doubt about our ability to continue as a going concern, and we may need to raise
additional funds in order to continue to conduct our business. The Company historically has sold equity to raise working capital from
a number of investor sources, on an as and when needed basis. There can be no assurances that we will be able to achieve a level of revenues
adequate to generate sufficient cash flow from operations or obtain funding from additional financing through private placements or other
financing necessary to support our working capital requirements. If we are unable to secure sufficient capital to fund our operating activities,
we may be forced to delay the completion of, or significantly reduce the scope of, our business plan.
Some of our technologies are not, and may not become,
commercially operated in the marketplace.
The Company’s technologies and process capabilities
have not been commercially operated in the marketplace. We have established design capability and validated operational characteristics
through laboratory testing, process trials and the operation of pilot plants. In addition, while our process capabilities are in an advanced
stage of commercialization and are capable of “stand alone” operations, they have not been fully integrated with other technologies
developed by the Company. In each of the technologies, the components are generally not unique in structure and operation. The uniqueness
is in the formulation, process configurations and computerized operating control systems. There can be no
assurance that we will be able to integrate these technologies
and market them successfully as a package to generate revenues.
Our plan requires technological expertise to develop
and to oversee the operations our technologies and process capabilities.
Although our Chief Executive Officer, Chief Technologies Officer, engineering
consultants and Advisory Board members are conversant with the Company’s technologies and process capabilities, we currently have
no plans to develop a deployment or operating team. We will use external EPC and OM contractors with technical expertise to provide us
with developmental and operations services. If we are unable to locate and utilize contractors and service providers, we may be unable
to develop and operate our existing technologies and may be unable to develop other technologies in the future.
Due to the period that we expect it will take to
deploy our products, we will require significant capital to sustain us until we are able to market our products.
We expect that once we initiate the
deployment of our products, it will take approximately 18 to 24 months to bring our products to market. We anticipate that we will receive
minimal if any revenues during this period, which will place significant pressure on funding and other supply considerations. While we
have budgeted for what we believe to be the required lead time to bring our products to market, no assurances can be given for adequate
funding during this period. If we are delayed in obtaining adequate funding, we may be delayed in bringing our products to market.
We depend on the services of key personnel and
the loss of any of these personnel could disrupt our operations.
We do not have any full-time employees. Our officers
and all other support persons perform services for us pursuant to consulting arrangements. We do not maintain “key-man” life
insurance policy on our executive officers. The unexpected loss of the services of any of our executive officers could have a material
adverse effect on our operations.
We will be dependent on suppliers and manufacturers
when we bring our technologies to market.
We currently do not possess or intend to develop the capability to undertake
the manufacture and fabrication of our technologies when they are ready to be brought to market. We are developing relationships with
key suppliers and manufacturers able to meet our requirements for providing such services. The manufacture and fabrication of our technologies
will require exacting standards. If we are unable to develop these relationships, we may be unable to produce any products. In addition,
if the suppliers and manufacturers are unable to meet the standards that our products require, we may experience delays in bringing our
product to market. Unless and until we develop a team that will address quality control issuers, we will be dependent on third parties
to produce our technologies.
The COVID-19 pandemic may continue
to create economic disruption and uncertainty around the world, and may continue to impact us, our suppliers and our customers.
The novel coronavirus disease of 2019
(COVID-19) has created significant economic disruption and uncertainty around the world. COVID-19 has impacted us and our customers primarily
due to an overall disruptions in supply chains and operations. The lingering impact of these conditions on our business is uncertain and
will depend on many evolving factors which we continue to monitor but cannot predict, including the duration and scope of the pandemic
and its variants, resulting actions taken by governments, businesses and individuals, and the flow-through impact on operations and supply
chains. Potential effects of COVID-19 that may adversely impact our future business include limited availability and/or increased cost
of components used in our products, reduced demand and/or pricing for our products, inability of our customers to pay for our products,
and reduced availability of our consultants. While we continue to monitor the developments surrounding COVID-19 and take actions when
possible to mitigate the business risks involved, the potential effects of COVID-19 on our business, alone or taken together, may pose
a material risk to our future operating results and financial condition.
If we are unable to adapt our technologies to the
changing demands of the marketplace, our products may become obsolete.
Changes in technology, competitively imposed process
standards and regulatory requirements influence the demand for our products and services. To grow and remain competitive, we need to anticipate
changes in technological and regulatory standards. We need to introduce new and enhanced products on a timely basis. We may not achieve
these goals and some of our products may become obsolete. New products often face lack of market acceptance, development delays or operational
failure. Stricter governmental regulations also may affect acceptance of new products. If our products are unable to gain market acceptance,
our operations and financial condition may be adversely affected.
We may face competition from other companies marketing
similar technologies.
There may be other companies that are currently developing
technologies that are similar to the ones that we are developing. If such competitors are able to bring their products to market sooner
than we are able, there may be less of a market for our products. In addition, once a market exists for technologies such as ours, we
expect that additional competitors will enter the industry to attempt to capture the growth potential in the market. If competitors are
able to provide a better product or adapt the technologies more quickly than we are able to, we may be unable to obtain or maintain market
share. Some of our current and future competitors may be larger and better funded than we are. If our competitors are more successful
than we are at developing uses for our technologies, our ability to generate revenues may be adversely affected.
We will be subject to extensive environmental laws
and regulations in the jurisdictions where our products are used and we may be subject to significant liability if we are unable to comply
with such laws and regulations.
Environmental laws and regulations require us to meet
certain standards and may impose liability if we do not meet them. Environmental laws and regulations and their interpretations change.
We must comply with any new standards and requirements, even when they require us to clean up environmental conditions that were not illegal
when the conditions were created. The liabilities and risks imposed on our customers by environmental laws may adversely impact demand
for some of our products or services or impose greater liabilities and risks on us, which could also have an adverse effect on our competitive
and financial position.
Our plan to operate internationally subjects us
to increased risks that could harm our business, operating results and financial condition.
Although we intend to market our technologies internationally,
we have limited experience with operations and our ability to manage our business and conduct our operations internationally. Doing so
requires considerable management attention and resources and is subject to a number of risks, including the following:
| · | challenges caused by distance, language, and cultural
differences; |
| · | currency exchange rate fluctuations; |
| · | political and economic instability; and |
| · | higher costs associated with doing business internationally. |
In addition, compliance with complex foreign laws and
regulations that may apply to our international operations increases our cost of doing business in international jurisdictions. Violations
of these laws and regulations could result in fines, criminal sanctions against us, our officers, prohibitions on the conduct of our business
and damage to our reputation. Any such violation could result in prohibitions on our ability to offer our products and services to one
or more countries, and could also materially damage our international expansion efforts, our business and our operating results.
If currency exchange rates fluctuate
substantially in the future, our operating results, which are reported in U.S. dollars, could be adversely affected.
We present our financial statements
in U.S. Dollar (“US$”). However, a significant portion of our expenses and revenue are and will be denominated in non-US$
currencies, in particular the Australian dollar (“A$”). As a result, there is potential that our financial results will be
exposed to movements of the US$ against these foreign currencies. The risk may be increased where the foreign currency against the US$
becomes more volatile, for example, due to economic, political factors, or significant events that may occur in the jurisdictions of those
foreign currencies.
If we are unable to protect our
intellectual property rights, it could reduce the value of our products and services.
Our patents, trade secrets and other
intellectual property rights are important assets for us. Various events outside of our control may pose a threat to our intellectual
property rights as well as to our products and services. For example, effective intellectual property protection may not be available
in every country in which our products are used. However, in the key geographical regions of South African, Australasian, North American
and European markets, the Company already has patent applications in place. Also, the efforts we have taken to protect our proprietary
rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our
ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use
of our intellectual property could make it more expensive to do business and harm our operating results.
We may be subject to intellectual
property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies
in the future.
Technology companies frequently own
large numbers of patents and trade secrets and frequently enter into litigation based on allegations of infringement or other violations
of intellectual property rights. Our technologies may not be able to withstand any third-party claims and, regardless of the merits of
the claim, intellectual property claims are often time-consuming and expensive to litigate or settle. In addition, to the extent claims
against us are successful, we may have to pay substantial monetary damages or discontinue use of our technologies that are found to be
in violation of another party’s rights. We also may have to seek a license to continue such practices, which may significantly increase
our operating expenses.
Risks Related to Our Common Stock
The market for our common stock may be limited,
and our common stock price may fluctuate significantly.
Although shares of our common stock currently trade on
the Pink Limited Information Tier of the OTC Markets, trading has been limited and sporadic. A more active trading market may not develop
or be sustained following the effectiveness of this registration statement or otherwise in the future. The market price of our common
stock could fluctuate significantly as a result of:
| · | our operating and financial performance and prospects; |
| · | quarterly variations in the rate of growth of our
financial indicators, such as net income per share; |
| · | changes in revenue or earnings estimates or publication
of research reports by analysts about us our industry; |
| · | liquidity and registering our common stock for public
resale; |
| · | sales of our common stock by our stockholders; |
| · | increases in our cost of capital; |
| · | changes in market valuations of similar companies; |
| · | additions or departures of key management personnel;
and |
| · | actions by our stockholders; |
The trading price of our common stock also may be subject
to volatility due to general market conditions unrelated to the operating performance of the Company. Any of these fluctuations may adversely
affect the trading price of our common stock.
Because our common stock is subject to the penny
stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be
adversely affected.
Our common stock currently is subject to the penny stock
rules. A penny stock generally is any equity security, not listed on a national exchange, with a price of less than $5.00, subject to
certain exceptions, that is offered by a company with limited revenues and assets. The penny stock rules require a broker-dealer: to deliver
on any solicited transactions a standardized risk disclosure document prepared by the SEC; to provide the customer with a current bid
and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account
statements showing the market value of each penny stock held in the customer’s account; to make a special written determination
that the penny stock is suitable investment for the purchaser; and to receive the purchaser’s written agreement to the transaction.
The disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for the stock
that becomes subject to the penny stock rules. Because our common stock is subject to the penny stock rules, investors may find it more
difficult to sell their securities, and the market liquidity for our securities could be severely and adversely affected by limiting the
ability of broker-dealers to sell our common stock and the ability of stockholders to sell our common stock in any secondary market.
Our directors and executive officers own a substantial
portion of our common stock, and their interests may conflict with yours.
At September 30, 2022, our directors and executive
officers beneficially owned 16.3% of our outstanding common stock. No other person to our knowledge holds more than 5% beneficial
ownership in our common stock. Accordingly, our directors and executive officers may be in a position to exercise substantial
influence over the Company’s affairs. We cannot assure you that the interests of our directors and executive officers will
always align with the interests of other holders of our common stock.
There may be difficulty in enforcing judgments and effecting service
of process on directors and officers that are not citizens of the United States.
Although the Company is incorporated in the United States (Delaware), certain
of our directors and officers reside outside of the United States and some or all of the assets of such persons are located outside of
the United States. Therefore, it may not be possible for stockholders to collect or to enforce judgments or liabilities against them under
U.S. securities laws. Moreover, it may not be possible for stockholders to effect service of process within the United States upon such
persons. Generally, original actions to enforce liabilities under U.S. federal securities laws may not be brought in an Australian or
other foreign court. Such actions must be brought in a court in the United States with applicable jurisdiction. Persons obtaining judgments
against us in U.S. courts, including judgments obtained under U.S. federal securities laws, then may need to bring an application in a
court in the country where non-U.S. directors and officers are located to enforce such judgments.
Our by-laws designate the Court of Chancery of the State of Delaware
as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit
our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, agents or stockholders.
Our by-laws, as currently in effect, provide that, subject to limited exceptions,
the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf;
any action asserting a breach of fiduciary duty; any action asserting a claim against us arising under the Delaware General Corporation
Law, our certificate of incorporation or our by-laws; and any action asserting a claim against us that is governed by the internal affairs
doctrine.
Our by-laws, as will be in effect upon effectiveness of this registration
statement, also provides that, to the fullest extent permitted by law, the federal district courts of the United States of America will
be the exclusive forum for resolving any complaint asserting a cause of action arising under the United States federal securities laws,
including the Securities Act and the Exchange Act. Investors cannot waive our compliance with federal securities laws and the rules and
regulations thereunder.
These exclusive forum provisions
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors,
officers or other agent of the Company, which may discourage such lawsuits against us and our directors, officers and other agents. If
a court were to find these exclusive forum provisions in our by-laws to be inapplicable or unenforceable in an action, we may incur further
significant additional costs associated with resolving such action in other jurisdictions, all of which could have a material adverse
effect on our business, financial condition, and results of operations.
We are an “emerging growth company,”
and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.
We qualify as an “emerging growth
company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and plan to rely
on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth
companies. These provisions include, but are not limited to: being permitted to have only two years of audited financial statements
and only two years of related management’s discussion and analysis of financial condition and results of operations
disclosure; an exemption from compliance with the management’s assessment of our internal controls over financial reporting
pursuant to Section 404(a) of the Sarbanes-Oxley Act; an exemption from compliance with the auditor attestation requirement in the
assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; not being required to
comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the
auditor’s report providing additional information about the audit and the financial statements; reduced disclosure obligations
regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved by stockholders. In addition, the JOBS Act permits emerging growth companies to take
advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We
intend to take advantage of the exemptions described above. As a result, the information we provide will be different than the
information that is available with respect to other public companies. We cannot predict whether investors will find our common stock
less attractive if we rely on these exemptions. In addition, there may be an increased risk, or perceived increased risk, of
material weaknesses or other deficiencies in our internal controls or that they may go undetected. If some investors find our common
stock less attractive as a result of our status as an emerging growth company, there may be a less active trading market for our
common stock, and the market price of our common stock may be more volatile.
We will incur increased costs and will be subject
to additional regulations and requirements as a public company, which will lower our profits and may make it more difficult to run our
business.
As a public company, we will incur significant legal,
accounting and other expenses including costs associated with public company reporting requirements. We expect these rules and regulations
to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These laws and regulations
also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance,
and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on the Board of Directors
or as our executive officers of the Company. Furthermore, if we are unable to satisfy our obligations as a public company, we could be
subject to fines, sanctions and other regulatory action and potentially civil litigation.
We do not expect to pay cash dividends.
We do not expect to pay dividends in the near future.
The payment of dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements, and our general financial
condition. The payment of any dividends will be within the discretion of the Board of Directors. We presently intend to retain all earnings,
if any, for use in our business operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.
Item 2. Financial Information.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following should be read in conjunction
with the financial statements and related notes appearing elsewhere in this registration statement. The discussion in this section regarding
the Company’s business and operations includes “forward-looking statements” as described and qualified under “Cautionary
Note Regarding Forward-Looking Statements” at the beginning of this registration statement.
Overview
EESTech promotes economically and environmentally sustainable
technologies to the world’s mining and minerals processing industries. EESTech’s waste management solutions enable the recycling
of mine site waste and process slag to recover targeted materials of value. EESTech’s mineral processing capabilities reduce cost,
increase productivity, reduce energy requirements, eliminate polluting leachates, transform hazardous waste liabilities into products
of value with zero-waste outcomes and reduce the carbon footprint of mineral resource processing. EESTech intends to generate its income
from the sale of all recovered targeted materials being sold back to the waste owner. Post process tailing are transformed into inert
high grade sand products 100% owned by EESTech. Trademarked as ThermSand and ThermaPrills, both products will be sold into high volume
downstream markets.
Technologies and waste management Solutions offerings
Commercial advancement of EESTech’s
remediation and reclamation capabilities is being underwritten by a self-performing approach whereby the Company demonstrating confidence
in its service and technology offerings carries responsibility for project capital funding. Providing clients with low-risk waste management
solutions on the basis that EESTech is only paid on performance.
EESTech initial focus will be on the deployment
of the following Technology Solutions:
| · | Reclamation Resource Recovery Process (R3
Process): An efficient comminution process that maximizes the yield potential of targeted material from the recycling of
mine site waste and process slag. |
| · | Waste Resource Reclamation:
Optimizing the recovery of materials of value from mine site waste and process slag. |
| · | Waste Resource Agglomeration (WRAM):
Agglomeration of fine materials into WRAM ROX, such as coal fines for gasification, recycling non-conductive materials, and metal oxides. |
| · | Waste to Energy Platforms:
1, 3 and 6MW power generation from waste materials such as low grade/ discard coal, methane run off, agricultural and forestry waste.
|
| · | Inductosmelt Reduction Furnace:
Increasing the efficiencies of primary smelting, melt/smelt reclaimed non-conductive materials including metal oxides into metal/alloy.
|
The Company has been working to secure contracts with
major global mining entities. Prior to August 2021, no revenue had been recorded within EESTech, Inc. In February 2019 Samancor Chrome,
South Africa, the world’s largest integrated ferro-chrome (FeCr) producer awarded EESTech an exclusive ten-year agreement, with
a five-year extension option, granting EESTech the reclamation rights to the FeCr process slag located at Samancor’s Ferrometals
process facility in Emalahleni, South Africa. Project start was delayed due to the impact of the covid virus, with the Environmental Impact
Assessment (EIA) being granted in October of 2021 and approvals were received January of 2022. An 18-month project establishment period
is required before project cashflows are generated. In August 2021, a trial has begun with Sasol for which EESTech Inc is being paid.
Revenue at this stage is minimal and as such, losses are still being recorded.
The Company has been in the developmental
stage since its inception.
Impact of COVID-19
The rapid global spread of the COVID-19 virus since December 2019 has affected
production and sales, and disrupted supply chains across a range of industries. The impact of COVID-19 on the Company’s operations
and financial performance will depend on numerous factors, including but not limited to the duration and spread of the virus, and the
impact on the Company’s customers and vendors.
The main area in which the Company and our customers currently are experiencing
COVID-19’s impact is in supply chain and/or logistics. We and our customers work with several suppliers worldwide for the procurement
of components. Production delays and factory shutdowns by suppliers has created challenges in obtaining these items in a timely fashion.
While the Company has taken and will continue to take ordinary business steps to mitigate the impact of COVID-19, we are not aware of
any further impact, trends, or uncertainties related to product quality or reliability as a result of our mitigation efforts.
Results of Operations
The following table summarizes our results
of operations:
|
|
Six Months Ended |
|
|
Years Ended |
|
|
June 30, |
|
|
December 31, |
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
Income |
|
|
53,877 |
|
|
|
— |
|
|
|
52,554 |
|
|
|
— |
Total operating expenses |
|
|
(508,500) |
|
|
|
(561,406) |
|
|
|
(1,482,015 |
) |
|
|
(932,455) |
Net loss |
|
|
(454,623) |
|
|
|
(561,406) |
|
|
|
(1,428,999 |
) |
|
|
(932,471) |
Loss per share |
|
|
(0.002) |
|
|
|
(0.003) |
|
|
|
(0.007 |
) |
|
|
(0.005) |
Total assets |
|
|
629,833 |
|
|
|
115,582 |
|
|
|
527,561 |
|
|
|
96,884 |
Total liabilities |
|
|
521,275 |
|
|
|
1,153,713 |
|
|
|
570,199 |
|
|
|
1,025,533 |
Six Months Ended 30 June 2022 compared to Six Months Ended 30 June
2021
Net Loss. Our net loss for the six months ended June 30, 2022 and
2021 was $454,623 and $561,406 respectively.
General Administrative Expenses. Our general administrative expenses
for the six months ended June 30, 2022 and 2021 were $508,500 and $561,406 respectively. A decrease of $52,906 or 9%. The decrease is
primarily due to consulting fees which were $412,806 in the six months to June 30, 2021 compared to $325,703 during the six months to
June 30, 2022. This decrease of 21% in the six months to June 30, 2022, is primarily due to a large number of shares issued to independent
consultants in exchange for services in 2021. These services provided include delivering a series of small scale lab testing for the Rio
Tinto SPL remediation project.
Foreign exchange loss (gain). Our foreign exchange loss/(gain) for
the six months ended June 30, 2022 and 2021 were $226,239 loss and $119,269 loss respectively.
Year Ended December 31, 2021 compared to Year Ended
December 31, 2020
Net Loss. Our net loss for the fiscal years ended December 31, 2021
and 2020 were $1,428,999 and $932,471 respectively.
General Administrative Expenses. Our general administrative expenses
for the years ended December 2021 and 2020 were $1,482,015 and $932,455 respectively. An increase of $549,560 or 59%. The increase is
primarily due to:
|
· |
Gain on Extinguishment of Debt of $1,775 for December 31, 2020, and a loss of $57,058 for December 31, 2021, respectively, an increased loss of $58,833. During the year to December 31, 2021, the Company issued shares to extinguish debt. The creditors balance (which predominantly consisted of consulting fees owed to the directors) was reduced from $763,665 at December 31, 2020, to $359,173 at December 31, 2021. This realized a loss on extinguishment of debt, as the value of shares issued was in excess of the liability extinguished. |
| · | In the year ended December 31, 2020, new contracts
were issued on the existing warrants which increased the exercise price from $0.01 to $0.035. This downward revaluation created a credit
in legal costs resulting in an ending balance in the year ended December 31, 2020, of $47,700. This resulted in a large movement to the
year ended December 31, 2021 (in which the legal costs were $19,279) of $66,979. |
|
· |
Consultancy fees were $792,941 for the year to December 31, 2020, and $1,088,514 for the year to December 31, 2021, respectively an increase of $295,573 or 37%. In the year to December 31, 2021, our executive officers, a non-executive officer, and a director each received 1,500,000 shares for past services rendered. The impact on consulting expenses for this issue was $312,000. |
| · | Laboratory expenses were $10,729 for the year to
December 31, 2020, and $37,382 for the year to December 31, 2021, respectively an increase of $26,653 or 248%. This was due to the Sasol
testing which was initiated in the year to December 31, 2021. |
Foreign exchange loss (gain). Our foreign exchange
loss/(gain) for the fiscal years ended December 2021 and 2020 was a $239,233 loss and a $240,923 gain respectively.
Liquidity and Capital Resources
As of June 30, 2022, the Company had a cash balance of $559,333. As of
December 31, 2021, the Company had a cash balance of $416,811 ($82,250 at December 31, 2020).
Cash Used in Operating Activities
Net cash used in operating activities for the six months ended June 30,
2022, and June 30, 2021, and for the years ended December 31, 2021, and 2020, were as follows:
|
|
Six Months Ended |
|
|
Years Ended |
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net cash (used in)/provided by operating activities |
|
|
(421,038) |
|
|
|
(219,932) |
|
|
|
(897,136) |
|
|
|
(72,192) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash outflows have increased primarily due to the increased activity in connection with this registration statement, including
increased accounting, audit and consulting costs.
Cash Flow from Investing Activities
Net cash used in investing activities for the six months ended June 30,
2022, and June 30, 2021, and for the years ended December 31, 2021, and 2020, were as follows:
|
|
Six Months Ended |
|
|
Years Ended |
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net cash (used in)/provided by investing activities |
|
|
(32,662) |
|
|
|
(3,828) |
|
|
|
(43,194) |
|
|
|
199,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the cash used in investing activities in 2021 and 2022 related to
the purchase of fixed assets. In 2020, cash provided related to the sale of 27% of EESTech Australia.
Cash Flow from Financing Activities
Net cash used in financing activities for the six months ended June 30,
2022, and June 30, 2021, and for the years ended December 31, 2021, and 2020, were as follows:
|
|
Six Months Ended |
|
|
Years Ended |
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
2020 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net cash provided by financing activities |
|
|
585,251 |
|
|
|
346,351 |
|
|
|
1,320,651 |
|
|
|
44,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The majority of this related to issuance of common stock with a very small
balance being repayment of loans.
Project Financing
The Company anticipates funding the Samancor and
Sasol projects through both debt and issuance of equity capital. Project debt financing is planned to contribute between 60 – 70%
of the required capital for each project with the balance from investors or process operators seeking to secure an interest in these projects.
The Company intends to establish majority-owned special purpose South African registered companies for each project that should facilitate
these project specific funding arrangements.
The Company also believes its capital requirements
will be met through:
|
· |
cash flows generated from the provision of engineering services sought by waste owners to engineer environmental solutions to meet their ESG objectives; |
|
· |
first round capital contributions from project operators seeking to secure contracts and working interest in these projects; |
|
· |
prepaid offtakes for the reclaimed products the Company will produce from these projects; and |
|
· |
private investments in the Company. |
In addition, the Company intends to offer its services through these two
financing models:
|
· |
A tolling model, whereby the Company will generate cash flow on a per ton basis of material processed. This model requires an upfront establishment fee from the client, offset against tolling fees over the contract life of the project. |
|
· |
A zero-cost ownership model, whereby the Company pays no cost to take ownership of waste to be processed, then generates products of value for resale back to the customer or sale to downstream markets. In this model, the Company will underwrite capital requirement for establishing the process facility, with these capital requirements secured against off-take agreements for products produced. |
However, both models will only be initiated when contract assured
cash flows are confirmed.
Going Concern
The financial statements have been prepared on a going concern basis that
presumes the realization of assets and the discharge of liabilities in the normal course of operations for the foreseeable future.
Continuation of the Company as a going concern is contingent
upon establishing and achieving profitable operations. If such operations require additional financing, as in the past, this will be raised
in the form of debt or equity placements to accommodate both corporate and project requirements. EESTech historically has sold equity
for raising working capital from a number of investor sources, on an as and when needed basis as successfully achieved in the past. The
Company believes that it similarly will be able to raise capital going forward and, accordingly, the Company will remain in a position
to continue the pursuit of its planned objectives as an ongoing concern.
The above conditions give rise to a material uncertainty which may cast
substantial doubt on the Company’s ability to continue as a going concern.
Notwithstanding the above, management of the Company considers it appropriate
to prepare the financial statements on a going concern basis after having regard to the Company being award a 10+year contract and two
commercial work orders for its services, the Company in the near future will no longer be required to raise working capital through equity
placements as the Company will have reached a market point where cash flows will be realized through its commercial and operational activities.
Should the Company be unable to continue as a going concern,
it may be required to realize its assets and liabilities other than in the ordinary course of business, and at amounts that differ from
those stated in the financial statements. These financial statements do not give effect to any adjustments, which could be necessary,
should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities
in other than the normal course of business, and at amounts different from those reflected in the financial statements.
Critical Accounting Policies
This Management’s Discussion and Analysis of Financial
Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in accordance with US
GAAP. A summary of our significant accounting policies is included in Note 2 to the accompanying consolidated financial statements.
A “critical accounting policy” is one that
is both important to the portrayal of our financial condition and results of operations and that requires management’s most difficult,
subjective, or complex judgments. Such judgments are often the result of a need to make estimates about the effect of matters that are
inherently uncertain. We have identified the following accounting policies as critical:
Stock Based Compensation
Stock-based compensation is accounted for based on the
requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost
of employee and non-employee services received in exchange for an award of equity instruments over the period the employees, consultants
and third parties are required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires
measurement of the cost of employees, consultants and third parties’ services received in exchange for an award based on the grant-date
fair value of the award.
The fair value of these stock based compensation and
warrants is measured at grant date using the Black-Scholes option pricing model taking into account the terms and conditions upon which
the options were granted. This requires management to make estimates regarding the inputs for option pricing models, such as the expected
life of the option, the volatility of our common stock price, the vesting period of the option and the risk-free interest rate are used.
Actual results could differ from those estimates. The estimates are considered for each new grant of stock options or warrants.
Share-based compensation expense is recognized on a straight-line
basis over the period during which the options vest, with a corresponding increase in equity.
Non-Controlling Interests
Non-controlling interests (“NCI”) are measured
initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Company’s
interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
The acquisition of subsidiaries is accounted for using the acquisition
method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognized
directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are
shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity
of the consolidated entity.
Losses incurred by the consolidated entity are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Item 3. Properties.
The Company’s registered office is located at Level
1, Suite 417, 241 Adelaide Street, Brisbane, Queensland 4000, Australia. The Company currently does not have any material physical properties.
Item 4. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
The following table sets forth as of September 30, 2022, the number and
percentage of shares of common stock of the Company beneficially owned by the Company’s executive officers and directors. Common
stock is the sole equity and voting securities outstanding of the Company. The Company is not aware of any other person beneficially owning
more than 5% of common stock of the Company. On September 30, 2022, there were 272,454,891
shares of common stock outstanding.
Except as otherwise indicated, the Company believes that
the beneficial owners of common stock listed below, based on information furnished by such owners, have sole investment and voting power
with respect to such shares. Beneficial ownership is determined in accordance with the rules of the SEC.
Name |
|
Amount
and Nature of Beneficial Ownership |
|
Percent
of Class |
|
|
|
|
|
|
|
|
|
Murray Bailey (1) |
|
|
18,520,488 |
|
|
6.8% |
|
Graeme Lynch (2) |
|
|
12,980,775 |
|
|
4.8% |
|
Don Bartlem (3) |
|
|
8,175,340 |
|
|
3.0% |
|
Gaylord Beeson |
|
|
3,599,575 |
|
|
1.3% |
|
Patrick Caragata (4) |
|
|
1,223,400 |
|
|
* |
|
Directors and executive officers as a group (5 persons) |
|
|
44,499,578 |
|
|
16.3% |
|
* |
Represents beneficial ownership of less than 1%. |
|
|
(1) |
Includes 1,100,139 shares owned by Mr. Bailey’s spouse and 1,783,300 shares owned by the Stonehaven Trust, of which Mr. Bailey is trustee. Mr. Bailey and his spouse share voting and dispositive power of the shares of our common stock owned by his spouse. |
|
|
(2) |
Consists of (i) 5,195,875 shares owned by R3 Projects Pty Ltd, a custodian for a family trust of which Mr. Lynch is a beneficiary, (ii) 6,284,900 shares owned by Mr. Lynch’s spouse, of which 4,500,000 shares are pledged as security for a loan from a lender unaffiliated with the Company, and (iii) 1,500,000 shares owned by SIDEMA Pty, Ltd., a self-managed retirement fund on behalf of Mr. Lynch. Mr. Lynch and his spouse share voting and dispositive power of the shares of our common stock owned by his spouse and SDIEMA Pty, Ltd. |
|
|
(3) |
Includes 4,143,400 shares owned jointly with Mr.
Bartlem’s spouse and for which they share voting and dispositive power. |
|
|
(4) |
Consists of shares owned by Caragata Holdings Pty
Ltd, of which Mr. Caragata is trustee. |
Changes in Control
We are not aware of any arrangements which may result
in a “change in control” within the scope of Item 403 of Regulation S-K.
Item 5. Directors and Executive Officers.
The directors and executive officers of the Company,
their ages and present positions held with the Company are as follows:
Name |
|
Age |
|
Position with the Company |
|
|
|
|
|
Murray Bailey |
|
73 |
|
Chief Executive Officer and President, and Director |
Graeme Lynch |
|
60 |
|
Chief Operating Officer |
Don Bartlem |
|
76 |
|
Director |
Gaylord Beeson |
|
74 |
|
Director |
Patrick Caragata |
|
73 |
|
Director |
Murray Bailey co-founded the Company, and has served as a director since 2006 and as Chief Executive Officer
and President since 2009. Mr. Bailey has experience as an entrepreneur and in international business, with technical
skills in product identification, research, and development.
Graeme Lynch has served as Chief Operating
Officer of the Company since 2014. Mr. Lynch has more than 25 years of senior international corporate experience in both private and publicly
listed organizations, particularly venture companies with an emphasis on technology commercialization. He also has experience financing
company growth, managing merger, acquisition and divestment initiatives.
Don Bartlem has served as a director of the Company since
2012. Mr. Bartlem formerly was a mining industry executive in various positions with a background in industrial, corporate, government
and international trade. He has experience planning and developing major projects in Western Australia. Mr. Bartlem formerly was a director
of the Pilbara Development Commission, and was chairman of one of Australia’s largest Employees Superannuation Fund.
Gaylord Beeson has served as a director
of the Company since 2005. Mr. Beeson formerly was an executive in the oil and chemical industry in various positions for more than 25
years until his retirement in 2002. His has business expertise in plant design, project management, plant operations, and quality control.
Mr. Beeson also has managed, developed and delivered complex engineering and infrastructure projects.
Patrick Caragata has served as a director
of the Company since 2020. Mr. Caragata has been the Head of Research and Development at RapidRatings Inc. since 2007 and previously served
as its Chief Executive Officer until 2006. RapidRatings, Inc. is a New York-based company that provides software-based corporate credit
ratings to manage supply chain and third-party risk. Before establishing RapidRatings, Mr. Caragata formerly was the Chief Tax Policy
Advisor and Special Adviser Taxation Economics with New Zealand Inland Revenue Department, the Chief Economist for the New Zealand Ministry
of Energy where he was the architect of petroleum royalty regime, and the Senior International Economist at Toronto-Dominion Bank in charge
of the country risk analysis group. Mr. Caragata holds a Ph.D in Mineral Economics and Foreign Policy from the University of Toronto.
There are no familial relationships between any director
and executive officer.
All directors hold office until the next annual meeting
of stockholders of the Company and the election and qualification of their successors. Officers are elected annually by, and serve at
the discretion of, the Board of Directors of the Company.
Mr. Bartlem has indicated to the Company that he intends
to resign as director of the Company subsequent to it becoming a reporting company with the SEC and when practical to do
so.
Board Committees
The Company does not presently have an audit committee
(or a director that could be considered an audit committee financial expert), nominating committee or compensation committee. The Board
of Directors as a whole performs the functions of each of these committees. The Board of Directors anticipates seeking to appoint
a director with financial expertise within the next 12 months who would qualify as an audit committee financial expert.
Code of Ethics
The Company has not adopted a code of ethics that applies
to its principal executive officer, principal financial officer or principal accounting officer. The Company does not believe that a code
of ethics is currently necessary because the Company has no employees and is a development stage company.
Item 6. Executive Compensation.
The following table sets forth information regarding
compensation earned by the Company’s executive officers for the fiscal year ended December 31, 2021. Executive officers are compensated in Australian dollars; accordingly, for purposes of this table, compensation paid in A$ has been converted
to US$ at an exchange rate of A$1 to US$0.7256 for the year ended December 31, 2021.
Summary Compensation Table
Name and Principal
Position |
|
Year |
|
Salary
($)
|
Stock
Awards(1)
($) |
All
Other
Compensation ($) |
Total
($) |
|
Murray Bailey
Chief Executive Officer |
|
|
2021 |
|
|
181,110 |
(2)(3) |
78,000 |
14,512 |
(4)(5) |
|
273,622 |
|
Graeme Lynch
Chief Operating Officer |
|
|
2021 |
|
|
148,022 |
(6) |
78,000 |
— |
|
|
226,022 |
|
(1) |
Represents the grant date fair value of shares of
our common stock issued during the fiscal year indicated, calculated in accordance with ASC Topic 718. The fair value of shares of our
common stock issued was based on the trading price of the stock on the date of issuance. |
|
|
(2) |
Mr. Bailey serves as Chief Executive Officer pursuant
to a five-year management services consulting agreement with the Company entered into in February 2019 that provides for compensation
of A$250,000 annually. |
|
|
(3) |
Includes 1,470,250 shares of our common stock paid in
settlement of $58,810 of consulting fees for part of 2021. |
|
|
(4) |
Represents fees for services as a director of the Company. |
|
|
(5) |
Amount shown reflects 361,700 shares of our common stock paid in settlement of director fees for all of 2021. |
|
|
(6) |
Mr. Lynch serves as Chief Operating Officer pursuant
to a five-year management services consulting agreement with the Company entered into in February 2019 that provides for compensation
of A$17,000 monthly. |
|
|
Outstanding Equity Awards at Fiscal Year-end
The following table sets forth, as of the year ended
December 31, 2021, information regarding stock that has not vested held by the Company’s executive officers. The Company did not
issue, and the executive officers do not hold, options. The Company has not adopted an equity incentive plan.
Name |
|
Number of shares
of
stock that have
not vested (1)
(#) |
|
Market
value of shares of units of stock that have not vested
($) |
|
|
Murray Bailey |
|
|
224,240 |
|
$ |
11,212 |
|
|
Graeme Lynch |
|
|
224,240 |
|
$ |
11,212 |
|
|
(1)
|
Represents shares of our common stock, awarded in connection with each
executive officer’s consulting agreement in 2019, that remained subject to a repurchase option by the Company as of December 31,
2021; however, in accordance with its terms, each such repurchase option was fully released in April 2022. |
Director Compensation
The following table sets forth the compensation earned or awarded to each
director who served on the Board of Directors in 2021. The compensation of Mr. Bailey, who also serves as an executive officer, is set
forth above in the Summary Compensation Table. Compensation fees for service as a director is A$20,000 annually. All directors also are
reimbursed for out-of-pocket expenses, if any, in connection with attendance at meetings of the Board of Directors. The directors are
compensated in Australian dollars; accordingly, for purposes of this table, compensation paid in A$ has been converted to US$ at an exchange
rate of A$1 to US$0.7256 for the year ended December 31, 2021.
Name |
|
Fees Earned or
Paid in Cash
($) |
|
Stock Awards(1)
($) |
|
|
All Other Compensation
($) |
|
Total
($) |
|
Don Bartlem |
|
|
14,512 |
|
|
78,000 |
|
|
|
87,072 |
(2)(3) |
|
179,584 |
|
Gaylord Beeson |
|
|
14,512 |
|
|
— |
|
|
|
— |
|
|
14,512 |
|
Patrick Caragata |
|
|
14,512 |
(4) |
|
— |
|
|
|
— |
|
|
14,512 |
|
(1) |
Represents the grant date fair value of shares of our common stock issued during the fiscal year indicated, calculated in accordance with ASC Topic 718. The fair value of shares of our common stock issued was based on the trading price of the stock on the date of issuance. |
|
|
(2) |
Mr. Bartlem provides corporate secretarial services as a consultant to the Company pursuant to an unwritten arrangement approved by the Board of Directors for A$120,000 annually. |
|
|
(3) |
Amount shown reflects 361,700 shares of our common stock paid in settlement of $14,512 of consulting fees for part of 2021. |
|
|
(4) |
Amount shown reflects 361,700 shares of our common stock paid in full settlement of director fees for 2021. |
Item 7. Certain Relationships and Related Transactions
and Director Independence.
Since January 1, 2020, there has been no “transaction”, and
there currently is no proposed “transaction”, in which the Company was or is a participant and in which any “related
person” has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent of the average of
our total assets as of the end of last two completed fiscal years. The term “related person” has the meaning set forth in
Item 404 of Regulation S-K and generally includes any executive officer, director, nominee for director or holder of 5% or more of our
common stock, or an immediate family member of any of those persons. The term “transaction” has the meaning set forth in Item
404 of Regulation S-K and generally includes any financial transaction, arrangement or relationship, but generally excludes any executive
compensation or director compensation within the scope of and reported pursuant to Item 402 of Regulation S-K.
It is the Company’s current practice that any transaction with officers,
directors, 5% stockholders and their affiliates is entered into only if it is approved by a majority of the disinterested directors or
is on terms no less favorable to us than could be obtained from unaffiliated parties and is reasonably expected to benefit the Company.
The Board of Directors has chosen to apply Nasdaq Stock
Market corporate governance requirements and standards in determining director independence. The Board of Directors has determined that
two of its four members, Gaylord Beeson and Patrick Caragata, are independent as defined by the listing standards of the Nasdaq Stock
Market.
Item 8. Legal Proceedings.
Currently we are not a party to any legal proceedings.
However, we could become subject to claims and legal proceedings that may arise out of the normal course of business in the future.
Item 9. Market Price of and Dividends on the Registrant’s
Common Equity and Related Stockholder Matters.
Since February 17, 2009, when the Company filed a Form
15 to terminate registration of our common stock, our common stock has had limited and sporadic trading. Our common stock currently trades
on the Pink Limited Information Tier of the OTC Markets under the symbol “EESH”.
For the periods indicated, the following table sets forth
the high and low bid prices per share of common stock of the Company. The below prices represent inter-dealer quotations without retail
mark-up, markdown, or commission and may not necessarily represent actual transactions.
2022 Fiscal Year |
|
|
High |
|
|
Low |
|
Fourth Quarter (through October 21, 2022) |
|
|
0.11 |
|
|
0.06 |
|
Third Quarter |
|
|
0.16 |
|
|
0.0401 |
|
Second Quarter |
|
|
0.0515 |
|
|
0.045 |
|
First Quarter |
|
|
0.0575 |
|
|
0.0145 |
|
2021 Fiscal Year |
|
|
High |
|
|
Low |
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
|
0.065 |
|
|
0.013 |
|
Third Quarter |
|
|
0.059 |
|
|
0.0086 |
|
Second Quarter |
|
|
0.065 |
|
|
0.0022 |
|
First Quarter |
|
|
0.074 |
|
|
0.017 |
|
2020 Fiscal Year |
|
|
High |
|
|
Low |
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
|
0.065 |
|
|
0.035 |
|
Third Quarter |
|
|
0.065 |
|
|
0.031 |
|
Second Quarter |
|
|
0.074 |
|
|
0.031 |
|
First Quarter |
|
|
0.0895 |
|
|
0.025 |
|
Shareholders
As of September 30, 2022, there were 517 stockholders of record of our
common stock.
Dividends
Holders of our common stock are entitled to dividends when, as, and if
declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on our common stock
and the Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings
to finance the growth of our businesses. There are no restrictions in our articles of incorporation or by-laws that restrict us from declaring
dividends.
Item 10. Recent Sales of Unregistered Securities.
The following sets forth information regarding all unregistered
securities issued and sold by the Company since August 1, 2019:
| · | In August and September 2019, the
Company sold an aggregate of 1,407,891 shares of common stock at a price of $0.10 per share for total consideration of $140,789 in a
series of private placements to investors outside the United States. |
| · | In February 2020, the Company sold an aggregate
of 802,193 shares of common stock at prices between $0.05 and $0.10 per share for total consideration of approximately $45,000 in a series
of private placements to investors outside the United States. |
| · | In October 2020, the Company sold an aggregate of
500,000 shares of common stock at a price of $0.02 per share for total consideration of $10,000 in a series of private placements to investors
outside the United States. |
| · | In November 2020, the Company sold 1,213,666 shares
of common stock at a price of $0.03 per share for total consideration of $36,410 in a private placement to an investor outside the United
States. |
| · | In March 2021, the Company sold (i) an aggregate
of 3,879,050 shares of common stock at a price of $0.02 per share for total consideration of $77,581 in a series of private placements
to investors outside the United States, and (ii) 1,000,000 shares of common stock at a price of $0.035 per share for total consideration
of $35,000 in a private placement to an investor outside the United States. |
| · | In April 2021, the Company sold (i) an aggregate
of 861,500 shares of common stock at a price of $0.04 per share for total consideration of $33,640 in a series of private placements to
investors outside the United States, and (ii) 306,880 shares of common stock at a price of $0.035 per share for total consideration of
$7,672 in a private placement to an investor outside the United States. |
| · | In May 2021, the Company sold an aggregate of 2,704,934
shares of common stock at prices between $0.032 and $0.045 per share for total consideration of approximately $150,000 in a series of
private placements to investors outside the United States. |
| · | Between June and September 2021, the Company sold
an aggregate of 13,589,173 shares of common stock at a price of $0.04 per share for total consideration of $543,567 in a series of private
placements to investors outside the United States. |
|
· |
Between October and December 2021, the Company sold (i) an aggregate of 12,472,511 shares of common stock at a price of $0.04 per share for total consideration of $498,900 in a series of private placements to investors that included one United States person who qualified as an accredited investor and was known to the officers of the Company, and otherwise consisted of persons outside the United States, and (ii) 640,600 shares of common stock at a price of $0.045 per share for total consideration of $28,827 in a series of private placements to investors outside the United States. |
|
· |
Since January 2022, the Company has sold (i) an aggregate of 25,040,079 shares of common stock at a price of $0.04 per share for total consideration of $1,001,603 in a series of private placements to investors that included three United States persons who qualified as accredited investors and were known to the officers of the Company, and otherwise consisted of persons outside the United States, and (ii) 5,747,850 shares of common stock at a price of $0.045 per share for total consideration of $258,653 in a series of private placements to investors outside the United States. |
| · | In June and July 2020, four advisors who qualified
as accredited investors holding warrants to purchase 787,499 shares of common stock of the Company agreed to modify such warrants so that
(i) warrants to purchase 62,499 shares exercisable at a price of $0.015 per share was increased to $0.035 per share, and (ii) warrants
to purchase 725,000 shares exercisable at a price of $0.10 per share was reduced to $0.035 per share. |
| · | In July 2020, the Company issued a warrant to purchase
950,000 shares of common stock of the Company at a price of $0.035 per share to an advisor who qualified as an accredited investor. The
advisor subsequently exercised (i) a part of such warrant in August 2020 to purchase 100,000 shares of common stock, and (ii) a part of
such warrant in January 2021 to purchase 285,714 shares of common stock. |
| · | The Company issued an aggregate of 15,031,545 shares
of common stock to a total of 21 directors, officers, consultants, and advisors. These shares were awarded for compensatory purposes and
no cash consideration was received by the Company in connection with their issuance. |
| · | The Company also issued an aggregate of 13,941,244
shares of common stock to a total of 12 directors, officers, consultants, and advisors. These shares were awarded in satisfaction of accrued
compensation in the aggregate amount of $695,593. |
None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions. The offers, sales, and issuances of the securities described in this Item 10 were deemed to be
exempt from registration under the Securities Act in accordance with either Regulation S under the Securities Act or Section 4(a)(2) of
the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering. Appropriate
transfer restrictions were implemented with respect to the securities issued in such transactions. The offers and sales of these securities
were made without any general solicitation or advertising.
Item 11. Description of the Registrant’s Securities
to be Registered.
Description of Our Securities
General
Our authorized
capital stock consists of 450,000,000 shares of common stock, par value $0.001 per share and 50,000,000 shares of undesignated preferred
stock, par value $0.001 per share. As of September 30, 2022, there were 272,454,891 shares of our common stock issued and outstanding
held of record by 517 stockholders, and no shares of Preferred Stock issued or outstanding.
Common
Stock
Voting.
The holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that stockholder on every
matter properly submitted to the stockholders for their vote. Stockholders are not entitled to vote cumulatively for the election of directors.
Except for the election of directors, which are elected by a plurality vote, a majority vote of common stockholders is generally required
to take action under our by-laws.
Conversion,
Redemption, and Pre-emptive Rights. Holders of our common stock have no conversion, redemption, pre-emptive, subscription or
similar rights.
Dividend
Rights. Subject to the rights of holders of preferred stock, holders of our common stock are entitled to receive such cash dividends
as may be declared thereon by the Board of Directors from time to time out of assets of funds of the Company legally available for the
payment of dividends.
Preferred Stock
The
Board of Directors has the authority to issue this preferred stock in one or more series and to fix the number of shares and the relative
rights, including conversion rights, voting rights and terms of redemption (including sinking fund provisions) and liquidation preferences,
without further vote or action by the stockholders. If shares of preferred stock with voting rights are issued, such issuance could affect
the voting rights of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation
of class or series voting rights. If the Board of Directors authorizes the issuance of shares of preferred stock with conversion rights,
the number of shares of our common stock outstanding could potentially be increased by up to the authorized amount. Issuance of preferred
stock could, under certain circumstances, have the effect of delaying or preventing a change in control of the Company and may adversely
affect the rights of the holders of our common stock. Also, preferred stock could have preferences over our common stock (and other series
of preferred stock) with respect to dividend and liquidation rights. There have been no issuances of preferred stock to date.
Warrants
Since
2016, we have issued an aggregate of 1,737,499 warrants which currently have an exercise price of $0.035 per share. These warrants are
exercisable for a period of up to seven years after the date of issuance. As of the filing date of this registration statement, 1,351,785
of these warrants are outstanding.
Limitations on Directors’ Liability; Indemnification
of Directors and Officers
As
permitted by Delaware law, our certificate of incorporation and by-laws provide that no director will be liable to us or our stockholders
for monetary damages for breach of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and
the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of certain fiduciary duties
as a director, except that a director will be personally liable for:
| · | any breach of his or her duty of loyalty to us or
our stockholders; |
| · | acts or omissions not in good faith which involve
intentional misconduct or a knowing violation of law; |
| · | the payment of dividends or the redemption or purchase
of stock in violation of Delaware law; or |
| · | any transaction from which the director derived
an improper personal benefit. |
For additional information,
refer to “Item 12. Indemnification of Directors and Officers” in this registration statement.
At
present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification
of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining such insurance.
Anti-Takeover Provisions of our Charter Documents
and Delaware Law
Certificate
of Incorporation and By-Laws
effective date of this registration statement:
|
· |
provide that special meetings of stockholder may be called only by the affirmative vote of a majority of all members of the Board, the chairperson of the Board, the lead independent director, and the Chief Executive Officer or President, and the ability of stockholders to call a special meeting is specifically denied; |
|
· |
do not allow for action by written consent by stockholders in lieu of meetings unless a majority of the Board approves in advance the taking of such action by means of written consent of stockholders; |
|
· |
require that stockholders provide advance notice of stockholder business and director nominations to be brought at a meeting of stockholders; |
|
· |
do not provide for cumulative voting rights, therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the director standing for election, if they should so choose; and |
|
· |
provide that all vacancies, including newly created directorships, may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum. |
The combination
of these provisions will make it more difficult for our existing stockholders to replace the Board of Directors as well as for another
party to obtain control of us by replacing the Board of Directors. These and other provisions may be deemed to have an anti-takeover
effect or may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests,
including attempts that might result in a premium being paid over the market price for the shares held by stockholders.
Delaware
Takeover Statute
We
are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”) which prohibits
a Delaware corporation that is a public company from engaging in any “business combination” (as defined below) with any
“interested stockholder” (defined generally as an entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with such entity or person) for a period of three years
following the date that such stockholder became an interested stockholder, unless: (1) prior to such date, the Board of Directors of
the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested
stockholder; (2) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also
officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or (3) on or subsequent to such date, the business
combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested
stockholder.
Section
203 of the DGCL defines “business combination” to include: (1) any merger or consolidation involving the corporation and the
interested stockholder; (2) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving
the interested stockholder; (3) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; (4) any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (5)
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation.
Potential for Anti-Takeover Effects
While
certain provisions of Delaware law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity
and stability in the composition of the Board of Directors and in the policies formulated by the board, and to discourage certain types
of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our
vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used
in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for shares of our common
stock and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual
or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.
Choice of Forum
Our by-laws,
as currently in effect, provide that the Court of Chancery of the State of Delaware will
be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty;
any action asserting a claim against us arising under the DGCL, our certificate of incorporation or our by-laws; and any action asserting
a claim against us that is governed by the internal affairs doctrine.
Our by-laws, as will be in effect upon effectiveness of this registration
statement, also provides that, to the fullest extent permitted by law, the federal district courts of the United States of America will
be the exclusive forum for resolving any complaint asserting a cause of action arising under the United States federal securities laws,
including the Securities Act and the Exchange Act. Investors cannot waive our compliance with federal securities laws and the rules and
regulations thereunder.
These exclusive
forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with
us or our directors, officers or other agents of the Company, which may discourage such lawsuits against us and our directors, officers
and other agents. If a court were to find these exclusive forum provisions in our by-laws to be inapplicable or unenforceable in an action,
we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could have
a material adverse effect on our business, financial condition, and results of operations.
Transfer Agent and Registrar
The
transfer agent for shares of our common stock is Action Stock Transfer Corp, 2469 East Fort Union Boulevard, Suite 214, Salt Lake City,
Utah, 84121.
Item 12. Indemnification of Directors and Officers.
Section 145 of the DGCL empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending, or
completed legal action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or
in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee, or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted
in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.
Our by-laws provide that we will indemnify our directors and
officers to the fullest extent permitted by Delaware law. Our by-laws also provide that the right of directors and officers to indemnification
will be a contract right and will not be exclusive of any other right now possessed or hereafter acquired under any statute, provision
of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing
provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Item 13. Financial Statements and Supplementary
Data.
The consolidated financial statements of EESTech, Inc.
required to be included in this registration statement appear beginning on page F-1.
Item 14. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
The financial statements required to be included in this registration statement
appear beginning on page F-1.
(b) Exhibits
Exhibit No. |
Description of Exhibit |
+ Management contract in which an executive officer of the Company participates
§ Portions of this exhibit have been redacted in accordance with Item
601(b)(10(iv) of Regulation S-K
‡ Certain annexes and schedules to this
exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally
a copy of any omitted annex or schedule to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: October 26, 2022 |
EESTECH, INC. |
|
|
|
By: |
/s/ Murray
Bailey |
|
|
Name: |
Murray Bailey |
|
|
Title: |
Chief Executive
Officer and President |
|
|
|
|
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Registered Public Accounting Firm (BDO Audit Pty Ltd; Brisbane, Queensland, Australia; PCAOB ID: 2256) |
F-2 |
EESTech, Inc Consolidated Financial Statements for the Years Ended 31 December 2021 and 2020 |
F-3 |
Consolidated Balance Sheets as at 31 December 2021 and 2020 |
F-3 |
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended 31 December 2021 and 2020 |
F-4 |
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended 31 December 2021 and 2020 |
F-5 |
Consolidated Statements of Cash Flows for the Years Ended 31 December 2021 and 2020 |
F-6 |
Notes to Consolidated Financial Statements |
F-7 |
EESTech, Inc. Interim Unaudited Consolidated Financial Statements for the Six Months Ended 30 June 2022 |
F-16 |
Interim Unaudited Consolidated Balance Sheets for the Six Months Ended June 30, 2022, and December 31, 2021 |
F-16 |
Interim Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2022, and June 30, 2021 |
F-17 |
Interim Unaudited Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2022, and December 31, 2021 |
F-18 |
Interim Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022, and June 30, 2021 |
F-19 |
Notes to Interim Consolidated Financial Statements |
F-20 |
Report of Independent Registered Public
Accounting Firm
Board of Directors and Stockholders
EESTech, Inc.
Brisbane, Australia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance
sheets of EESTech, Inc. (the “Company”) as of December 31, 2020 and December 31, 2021, the related consolidated statements
of operations and comprehensive loss, statements of changes in stockholders’ equity (deficit), and cash flows for each of the two
years in the period ended December 31, 2021 and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2020 and December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Going concern uncertainty
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going
concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB and in accordance with standards generally accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over consolidated financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the
risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
/s/ BDO Audit Pty Ltd
We have served as the Company’s auditor since 2021
Brisbane, Queensland, Australia
August 26, 2022, except for Note 2 as to which the date is October 26, 2022
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
EESTech, Inc Consolidated Financial Statements
for the Years Ended 31 December 2021 and 2020
Consolidated Balance Sheets as at 31 December
2021 and 2020
|
Note |
DECEMBER 31, |
DECEMBER 31, |
|
|
2021 |
2020 |
|
|
$ |
$ |
ASSETS |
|
|
|
|
|
|
|
Current assets: |
|
|
|
Cash |
|
|
416,811 |
|
|
82,250 |
|
Prepaid expenses |
|
|
28,128 |
|
|
— |
|
Other receivables |
3 |
|
42,818 |
|
|
8,624 |
|
Total current assets |
|
|
487,757 |
|
|
90,874 |
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT ASSETS |
|
|
|
|
|
|
|
Property and equipment, net |
4 |
|
39,804 |
|
|
6,010 |
|
Total non-current assets |
|
|
39,804 |
|
|
6,010 |
|
|
|
|
|
|
|
|
|
Total assets |
|
|
527,561 |
|
|
96,884 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable |
5 |
|
359,173 |
|
|
763,665 |
|
Accrued expenses |
6 |
|
189,258 |
|
|
215,656 |
|
Shareholder loans |
|
|
21,768 |
|
|
46,212 |
|
Total current liabilities |
|
|
570,199 |
|
|
1,025,533 |
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
Common Stock, $0.001 par value, 450,000,000 shares authorized; |
|
|
|
|
|
|
|
and 239,001,760 shares issued and outstanding at |
|
|
|
|
|
|
|
December 31, 2021 and 184,373,533 as at December 31, 2020, respectively |
|
|
240,175 |
|
|
185,548 |
|
Additional paid-in capital |
|
|
35,769,252 |
|
|
33,489,487 |
|
Accumulated deficit |
|
|
(34,682,133 |
) |
|
(33,329,874 |
) |
Accumulated comprehensive loss |
|
|
(1,550,394 |
) |
|
(1,531,011 |
) |
Change in proportionate interest reserve |
|
|
1,178,039 |
|
|
1,178,039 |
|
Total stockholders’ equity (deficit) |
|
|
954,939 |
|
|
(7,811 |
) |
Non-Controlling Interest in Subsidiaries |
|
|
(997,577 |
) |
|
(920,838 |
) |
Total equity (deficit) |
|
|
(42,638 |
) |
|
(928,649 |
) |
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
|
527,561 |
|
|
96,884 |
|
The accompanying notes are an integral part of these
financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations and Comprehensive
Loss for the years ended 31 December 2021 and 2020
|
Note |
FOR THE YEAR |
FOR THE YEAR |
|
|
ENDED |
ENDED |
|
|
DECEMBER 31, |
DECEMBER 31, |
|
|
2021 |
2020 |
|
|
$ |
$ |
Revenue recognized from contracts with customers |
9 |
|
52,554 |
|
|
— |
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
General administrative |
|
|
(1,482,015 |
) |
|
(932,455 |
) |
Total operating expenses |
|
|
(1,482,015 |
) |
|
(932,455 |
) |
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(1,429,461 |
) |
|
(932,455 |
) |
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
Unrealized FX gain/(loss) on translation |
|
|
462 |
|
|
— |
|
Interest expense |
|
|
— |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
Net loss |
|
|
(1,428,999 |
) |
|
(932,471 |
) |
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
Other comprehensive loss for the year, net of tax |
|
|
(19,383 |
) |
|
(91,706 |
) |
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
(1,448,382 |
) |
|
(1,024,177 |
) |
|
|
|
|
|
|
|
|
Loss for the year is attributable to: |
|
|
|
|
|
|
|
Owners of EESTech, Inc. |
|
|
(1,352,260 |
) |
|
(989,856 |
) |
Non-Controlling Interests |
|
|
(76,739 |
) |
|
57,385 |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year is attributable to: |
|
|
|
|
|
|
|
Owners of EESTech, Inc. |
|
|
(1,371,643 |
) |
|
(1,081,562 |
) |
Non-Controlling Interests |
|
|
(76,739 |
) |
|
57,385 |
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
(0.007 |
) |
|
(0.005 |
) |
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
205,677,834 |
|
|
180,831,531 |
|
The accompanying notes
are an integral part of these financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Changes in Stockholders’
Equity (Deficit) for the years ended 31 December 2021 and 2020
Common Stock |
|
|
Deficit accumulated during
development
stage |
|
|
|
Accumulated
other
comprehensive
loss |
|
|
Change in proportionate interest reserve |
|
|
Total
Stockholders’
equity
(deficit) |
|
|
Non-Controlling Interests
in
Subsidiaries |
|
|
Total
equity
(deficit) |
|
|
|
|
Shares issued
Par |
|
Par
Value
$0.001 |
|
|
Additional
paid-in
capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December
31, 2019 |
|
175,909,330 |
|
|
176,133 |
|
|
33,041,653 |
|
|
|
(32,340,018 |
) |
|
(1,439,305 |
) |
|
— |
|
|
(561,536 |
) |
|
— |
|
|
(561,537 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of stock for
Cash |
|
2,515,859 |
|
|
2,517 |
|
|
88,820 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
91,337 |
|
|
— |
|
|
91,337 |
|
Issuance of stock for
Services |
|
5,948,344 |
|
|
6,898 |
|
|
359,014 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
365,912 |
|
|
— |
|
|
365,912 |
|
Issuance of shares to Non-Controlling Interest |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
22 |
|
|
22 |
|
|
— |
|
|
22 |
|
Change in proportionate interests |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
1,178,017 |
|
|
1,178,017 |
|
|
(978,223 |
) |
|
199,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
— |
|
|
— |
|
|
— |
|
|
|
(989,856 |
) |
|
— |
|
|
— |
|
|
(989,856 |
) |
|
57,385 |
|
|
(932,471 |
) |
Adjustment for foreign currency translations |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(91,706 |
) |
|
— |
|
|
(91,706 |
) |
|
— |
|
|
(91,706 |
) |
Balance December
31, 2020 |
|
184,373,533 |
|
|
185,548 |
|
|
33,489,487 |
|
|
|
(33,329,874 |
) |
|
(1,531,011 |
) |
|
1,178,039 |
|
|
(7,811 |
) |
|
(920,838 |
) |
|
(928,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of stock for
Cash |
|
35,740,362 |
|
|
35,739 |
|
|
1,309,355 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
1,345,094 |
|
|
— |
|
|
1,345,094 |
|
Issuance of stock for
Services |
|
18,887,865 |
|
|
18,888 |
|
|
970,410 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
989,298 |
|
|
— |
|
|
989,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
— |
|
|
— |
|
|
— |
|
|
|
(1,352,260 |
) |
|
— |
|
|
— |
|
|
(1,352,260 |
) |
|
(76,739 |
) |
|
(1,428,999 |
) |
Adjustment for foreign currency translations |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(19,383 |
) |
|
— |
|
|
(19,383 |
) |
|
— |
|
|
(19,383 |
) |
Balance December
31, 2021 |
|
239,001,760 |
|
|
240,175 |
|
|
35,769,252 |
|
|
|
(34,682,133 |
) |
|
(1,550,394 |
) |
|
1,178,039 |
|
|
954,939 |
|
|
(997,577 |
) |
|
(42,638 |
) |
The accompanying
notes are an integral part of these financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE
COMPANY)
Consolidated Statements of Cash Flows for the
years ended 31 December 2021 and 2020
|
FOR THE YEAR ENDED
DECEMBER 31,
2021 |
FOR THE YEAR ENDED
DECEMBER 31,
2020 |
|
$ |
$ |
Cash flows from operating activities: |
|
|
|
|
|
Net loss |
|
(1,428,999 |
) |
|
(932,471 |
) |
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
cash used in operating activities: |
|
|
|
|
|
|
Amortization and depreciation |
|
9,276 |
|
|
11,624 |
|
Unrealized FX gain |
|
462 |
|
|
— |
|
Shares issued for services and settlement of debt |
|
989,298 |
|
|
365,912 |
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
Increase (decrease) in accruals |
|
(26,398 |
) |
|
98,385 |
|
Increase in other receivables |
|
(8,152 |
) |
|
(1,433 |
) |
Decrease in prepaid expenses |
|
(28,128 |
) |
|
— |
|
Increase (decrease) in accounts payable |
|
(404,495 |
) |
|
385,791 |
|
Net cash (used in) by operations |
|
(897,136 |
) |
|
(72,192) |
|
|
|
|
|
|
|
|
Cash flows used by investing activities: |
|
|
|
|
|
|
Acquisition of plant and equipment |
|
(43,194 |
) |
|
— |
|
Investment in subsidiaries |
|
— |
|
|
21 |
|
Sale of 27% EESTech Australia |
|
— |
|
|
199,795 |
|
Net cash (used by) from investing activities |
|
(43,194 |
) |
|
199,816 |
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Issuance of common stock |
|
1,345,094 |
|
|
91,337 |
|
Loan repaid to shareholder |
|
(24,443 |
) |
|
(46,662 |
) |
Net cash from financing activities |
|
1,320,651 |
|
|
44,675 |
|
|
|
|
|
|
|
|
Comprehensive loss on translation |
|
(45,760 |
) |
|
(90,088 |
) |
Net increase in cash |
|
334,561 |
|
|
82,211 |
|
Cash, beginning of period |
|
82,250 |
|
|
39 |
|
Cash, end of period |
|
416,811 |
|
|
82,250 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
Issuance of stock for services and extinguishing debt |
|
989,298 |
|
|
365,912 |
|
The accompanying notes are an integral part of these
financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE
OF OPERATIONS
(a) Organization and nature of operations
EESTech, Inc and subsidiaries (the “Company,”
“we,” or “our”) promotes economically and environmentally sustainable technologies to the world’s mining
and minerals processing industry. The Company has developed waste management solutions that enables the recycling of mine site waste and
process slag to recover targeted materials of value. the Company’s industry disruptive technologies deliver a paradigm shift in
how mineral resourses are processed.
The Company’s mineral processing capabilities dramatically
reduce cost, increase productivity, reduce energy requirements, eliminate polluting leachates, transform hazardous waste liabilities into
products of value with zero-waste outcomes, significantly reduce the carbon footprint of mineral resource processing.
| · | The Company was formed on 26th April,
2000 as a Delaware corporation, File number 3218311 as Aquadyne Inc. On the 26th June 2006 the name of the Company was changed
to EESTech Inc. |
| · | EESTech Australia Pty Ltd, ACN 103 011 696, was
registered on 2nd December 2002. EESTech Inc. holds 73% with Albatross Equity Investments Limited Holding 27%. |
| · | EESTech Inc Limited, incorporation number 6341030,
New Zealand, was incorporated on 19th June 2017. and is 100% owned by EESTech Inc. |
| · | EESTech Management Services (Pty) Ltd, number 2016
/ 410087 / 07 South Africa, was registered on the 20th September 2016. and is 100% owned by EESTech Inc Limited. |
| · | E’Prime Alloys LLC, ID 2019-000867434, was
registered on 23rd September 2019. and is 100% owned by EESTech Inc. |
| · | Environmental Management Solutions LLC, File number
5324412, was formed on 11th July 2013. and is 100% owned by EESTech Inc. |
(b) Basis of Preparation
The consolidated financial statements have been prepared
in accordance with United States generally accepted accounting policies (“US GAAP”) and have been prepared on a historical
cost basis.
In accordance with Accounting Standards Update (“ASU”)
2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company
has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a
going concern for at least one year after the date the consolidated financial statements are issued.
The Company has incurred significant losses since inception and expects
to continue to incur losses as we advance our tests and development of technologies. The Company had an accumulated deficit of $34.7 million
at December 31, 2021. Although the Company historically has sold equity for raising working capital from a number of investor sources,
on an as and when needed basis, there is no assurance that any additional equity offerings, debt financings, or other non-dilutive third-party
funding will be available to us on acceptable terms or at all.
The above conditions give rise to a material uncertainty which may cast
substantial doubt on the Company’s ability to continue as a going concern.
Notwithstanding the above, management of the Company considers it appropriate
to prepare the financial statements on a going concern basis after having regard to the Company being award a 10+year contract and two
commercial work orders for its services, the Company in the near future will no longer be required to raise working capital through equity
placements as the Company will have reached a market point where cash flows will be realized through its commercial and operational activities.
Should the Company be unable to continue as a going concern, it may be
required to realize its assets and liabilities other than in the ordinary course of business, and at amounts that differ from those stated
in the financial statements. These financial statements do not give effect to any adjustments, which could be necessary, should the Company
be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the
normal course of business, and at amounts different from those reflected in the financial statements.
COVID-19
The rapid global spread of the COVID-19 virus since December
2019 has affected production and sales, and disrupted supply chains across a range of industries. The impact of COVID-19 on the Company’s
operations and financial performance will depend on numerous factors, including but not limited to the duration and spread of the virus,
and the impact on the Company’s customers, employees and vendors.
As the COVID-19 pandemic continues to evolve, the ultimate
impact of the pandemic on the Company’s operations is highly uncertain and subject to change and will depend on future developments,
which cannot be accurately predicted, including the duration of the pandemic, additional or modified government actions, and the actions
taken to contain COVID-19 or address its impact, among others. Management does not yet know the full extent of potential delays or impacts
on the Company, research programs, healthcare systems or the global economy, but continue to monitor the situation closely.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. The financial statements have been consolidated with the parent company
and all inter-company transactions and balances have been eliminated in consolidation.
The acquisition of subsidiaries is accounted for using the acquisition
method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the
difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognized
directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are
shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity
of the consolidated entity.
Losses incurred by the consolidated entity are attributed
to the non-controlling interest in full, even if that results in a deficit balance.
(b) Use of Estimates
The preparation of consolidated financial statements
in conformity with US GAAP requires management to make certain judgements, estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting periods. The Company has only used estimates for useful lives for depreciation,
deferred income tax assets and liabilities and relatively minor accruals when they are not in possession of actual invoices after the
balance date. The Company accounts for all its foreign subsidiaries on the same basis. Actual results could differ from those estimates.
(c) Revenue Recognition
Revenue in EESTech currently relates to the ongoing R&D
process with Sasol as EESTech has taken on testing of excess fine coal agglomeration.
Revenues are recognized when the control of the promised
goods and services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange
for those services.
The Company applies the five following steps in order
to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its arrangements:
| · | Identify the contract with the customer, |
| · | Identify the performance obligations in the contract, |
| · | Determine the transaction price, |
| · | Allocate the transaction price to performance obligations
in the contract, and |
| · | Recognize revenue as the performance obligation
is satisfied. |
The Company estimates the transaction price, including
variable consideration, at the commencement of the contract and recognizes revenue over the contract term, rather than when fees become
fixed or determinable.
(d) Goods and Services Tax (“GST”) and other
similar taxes
Revenues, expenses and assets are recognized net of the
amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognized as part of
the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable of payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables
or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components
of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented
as operating cash flows.
Commitments and contingencies are disclosed net of the
amount of GST recoverable from, or payable to, the tax authority.
(e) Cash
Cash include short-term investments
that are readily convertible into cash with original maturities of three months or less.
(f) Property and Equipment
Property and equipment is stated at cost and depreciated
using the straight-line method over the estimated useful lives of the assets, which is three to seven years. The Company has no equipment
under capital lease.
(g) Borrowings
Loans and borrowings (including to related parties) are
initially recognized at the fair value of the consideration received, net of transaction costs.
(h) Income Taxes
The Company complies with the accounting and reporting
requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740, “Income Taxes,” prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The Company’s management determined that Australia is the Company’s only major tax
jurisdiction.
(i) Net Loss per Share
Basic earnings (loss) per share (“EPS”) is
calculated by dividing profit or loss attributable to ordinary equity holders (numerator) by the weighted average number of ordinary shares
outstanding (denominator) during the period. The denominator is calculated by adjusting the shares issued at the beginning of the period
by the number of shares bought back during the period, multiplied by a time-weighting factor.
(j) Non-Controlling Interests
Non-controlling interests (“NCI”) are measured
initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Company’s
interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
Non-controlling interest in the results and equity of subsidiaries are
shown separately in the statement of operations and comprehensive loss, statement of financial position and statement of changes in equity
of the consolidated entity.
Losses incurred by the consolidated entity are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
(k) Segment Information
FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes
standards for the way that public business
enterprises report information about operating segments in their annual
consolidated financial statements and requires that those enterprises report selected information about operating segments in interim
financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major
customers. The Company’s business segment is based on the organization’s structure used by the chief operating decision maker
for making operating and investment decisions and for assessing performance.
The Company is organized as a single operating segment, whereby its chief
operating decision maker assess the performance of and allocates resources to the business as a whole.
(l) Share capital
The Company records proceeds from share issuances net
of issuance costs. Par value is recorded at its rate of 0.001 per share with the remaining proceeds net of issuance costs being recorded
as additional paid in capital.
The Company has issued freestanding warrants to purchase shares of common stock. The warrants are recorded as equity instruments at the
grant date fair value using the Black-Scholes option pricing model and are not subject to revaluation at each balance sheet date.
The Company records compensation expense related to stock
options issue to nonemployees, including consultants based on the fair value of the stock options calculated using the Black-Scholes option
pricing model over the service performance period as the equity instruments vest. The Black-Scholes option-pricing model requires the
use of highly subjective and complex assumptions, which determining the fair value of share based awards, including the option’s
expected term and the price volatility of the underlying stock. The Company calculates the fair value of options granted by using the
Black-Scholes option-pricing model with the following assumptions:
Expected Volatility – The Company estimated
volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding
the option grant for a term that is approximately equal to the options’ expected term.
Expected Term – The expected term of the
Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has elected to use
the midpoint of the stock options vesting term and contractual expiration period to compute the expected term, as the Company does not
have sufficient historical information to develop reasonable expectations about the future exercise patterns and post-vesting employment
termination behavior.
Risk-Free Interest Rate – the risk-free
interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the options’
expected term at the grant date.
Dividend Yield - The Company has not declared
or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.
(m) Fair value of financial instruments
Assets and liabilities recorded
at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with the inputs used
to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would
be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs
and minimize the use of unobservable inputs.
The three-tier fair value hierarchy for disclosure of
fair value measurements as follows:
| · | Level 1 inputs consist of unadjusted quoted prices
in active markets for identical assets or liabilities and have the highest priority. |
| · | Level 2 valuations are based on quoted prices in
markets that are not active. |
| · | Level 3 valuations are based on inputs that are
unobservable and supported by little or no market activity. |
(n) Foreign Currency Translation
The reporting currency of the Group is United State Dollars. The functional
currency of the Company’s foreign operations is Australian Dollars. The Company translates the foreign currency financial statements
of its foreign operations in accordance with generally accepted accounting principles by translating balance sheet accounts at the appropriate
historical or current exchange rate on the balance sheet date and the income statement accounts using the prevailing exchange rates at
the transaction date. Translation gains and losses are recorded in stockholders’ equity and realized gains and losses are reflected
in operations. The translation exchange loss for the year ended December 31, 2021, was $2,385 and the translation exchange loss for the
year ended December 31, 2020, was $3,011.
(o) Research and Development
Research and development costs are charged to expense
as incurred. The Company’s research and development expenses consist primarily of expenditures for operations, studies, compensation
and consulting costs.
(p) Newly Adopted Accounting Standards
“Income Taxes - Simplifying the Accounting for
Income Taxes” - In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update, or ASU, 2019-12,
which simplified various aspects related to accounting for income taxes. ASU 2019-12 removed certain exceptions to the general principles
in Accounting Standards Codification, or ASC, Topic 740 –Income Taxes, and clarified and amended existing guidance to improve consistent
application.
The adoption of ASU 2019-12 on January 1, 2021, did not
have material impact on the Company’s consolidated financial statements.
(q) Accounting Standards Not Yet Implemented
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic
842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. For operating
leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease
payments, in the balance sheet. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election
by class of underlying asset not to recognize lease assets and lease liabilities. The accounting applied by a lessor is largely unchanged
from that applied under previous GAAP. For SEC Filers (GAAP definition), excluding smaller reporting companies (SRCs) as defined by the
SEC , the ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.
For all other entities including smaller reporting companies, as amended by ASU 2019-10, the ASUs are effect for fiscal years beginning
after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Earlier application is permitted.
In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using
a modified retrospective approach. The Company is currently evaluating the effect that the adoption of this ASU will have on its consolidated
financial statements.
In August 2020, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and
Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement
to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives
under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing
the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for
embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify
for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted
method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will
be effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is
permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company has not yet determined the potential impact
the adoption may have on our consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract
Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve the accounting for acquired revenue
contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an
acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this
ASU are effective for fiscal years beginning after December 15, 2023, including the interim periods within those fiscal years. Early adoption
is permitted.
3. OTHER RECEIVABLES
Other receivables consist of the following:
| |
DECEMBER 31, 2021 | |
DECEMBER 31, 2020 |
| |
| $ | | |
| $ | |
Amounts due from Customers | |
| 26,043 | | |
| — | |
Advances to related parties | |
| 14,955 | | |
| 7,702 | |
GST Receivable | |
| 1,820 | | |
| 922 | |
Total Other Receivables | |
| 42,818 | | |
| 8,624 | |
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
Computers |
Plant & Equipment |
Lab Equipment |
TOTAL |
|
$ |
$ |
$ |
$ |
Balance at 1 January 2020 |
7,337 |
10,021 |
— |
17,358 |
Additions |
1,558 |
— |
— |
1,558 |
Impact of foreign exchange |
(1,282) |
— |
— |
(1,282) |
Depreciation |
(3,924) |
(7,700) |
— |
(11,624) |
Balance at 31 December 2020 |
3,689 |
2,321 |
— |
6,010 |
Additions |
5,832 |
14,811 |
24,707 |
45,350 |
Impact of foreign exchange |
(2,318) |
— |
— |
(2,318) |
Depreciation |
(3,096) |
(3,944) |
(2,198) |
(9,238) |
Balance at 31 December 2021 |
4,107 |
13,188 |
22,509 |
39,804 |
Property and equipment is stated at cost and depreciated
using the straight-line method over the estimated useful lives of the assets, which is three to seven years. The Company has no equipment
under capital lease.
5. ACCOUNTS PAYABLE
Accounts payable consist of the following:
|
|
DECEMBER 31,
2021 |
|
DECEMBER 31,
2020 |
|
|
|
$ |
|
|
|
$ |
|
Amounts due for consulting costs to related parties/Directors |
|
|
341,505 |
|
|
|
763,665 |
|
Amounts due to suppliers |
|
|
17,668 |
|
|
|
— |
|
Total Accounts Payable |
|
|
359,173 |
|
|
|
763,665 |
|
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
|
|
DECEMBER 31,
2021 |
|
DECEMBER 31,
2020 |
|
|
|
$ |
|
|
|
$ |
|
Amounts due to related parties/Directors |
|
|
65,304 |
|
|
|
154,040 |
|
Amounts due to suppliers |
|
|
123,954 |
|
|
|
61,616 |
|
Total Accounts Payable |
|
|
189,258 |
|
|
|
215,656 |
|
7. COMMON STOCK
During the fiscal year ended December 31, 2020, the Company raised $91,337
from private placements, via the issue of 2,515,859 shares.
During the fiscal year ended December 31, 2020, the Company issued 2,472,200
shares in lieu of services received, valued at $169,376.
During the fiscal year ended December 31, 2020, the Company issued 3,476,144
shares in lieu of invoices received, valued at $196,536.
During the fiscal year ended December 31, 2021, the Company raised $1,345,094
from private placements, via the issue of 35,740,362 shares.
During the fiscal year ended December 31, 2021, the Company issued 8,422,765
shares in lieu of services received, valued at $490,346.
During the fiscal year ended December 31, 2021, the Company
issued 10,465,100 shares in lieu of invoices received, valued at $498,952.
Warrants
The Company has historically issued warrants to purchase 1,737,499 shares
of the Company’s common stock with an exercise price of $0.035 per share and a term of seven years. As at 31 December 2021, 1,351,785
of these warrants are outstanding. The warrants were recorded to additional paid-in capital.
The fair value of the warrants was determined using the Black-Scholes option-pricing
method, with the following assumptions:
|
Warrants |
Fair market value of common stock |
$0.035 |
Expected dividend yield |
-% |
Risk-free interest rate |
0.12% |
Expected volatility |
27.29% |
Expected term (in years) |
7 |
8. INCOME TAXES
The components of net deferred taxes consisted of
the following at December 31 (in thousands):
|
|
DECEMBER 31, 2021 |
|
DECEMBER 31, 2020 |
|
|
|
$ |
|
|
|
$ |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carry-forward |
|
|
7,627 |
|
|
|
7,339 |
|
Gross deferred tax assets |
|
|
7,627 |
|
|
|
7,339 |
|
Lee valuation allowance |
|
|
(7,624 |
) |
|
|
(7,338 |
) |
Total deferred tax assets |
|
|
3 |
|
|
|
1 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
(3) |
|
|
|
(1) |
|
Net deferred tax assets |
|
|
— |
|
|
|
— |
|
The Company has provided a full valuation allowance
on the net deferred tax assets. The valuation allowance increased by $0.3 million during 2021 and $0.1 million during 2020.
The Company utilizes ASC 740, Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences
in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December
31, 2021, and 2020, valuation allowances for the full amount of the net deferred tax asset were established due to the uncertainties
as to the amount of the taxable income that would be generated in future years.
Reconciliation of the differences between the statutory
tax rate and the effective income tax rate is as follows:
| |
DECEMBER 31, 2021 | |
DECEMBER 31, 2020 |
| |
| |
|
Statutory federal tax (benefit) rate | |
| (21.00 | )% | |
| (21.00 | )% |
Statutory foreign tax (benefit) rate | |
| (25.00 | )% | |
| (26.00 | )% |
| |
| | | |
| | |
Weighted average effective tax rate | |
| (21.00 | )% | |
| (21.00 | )% |
| |
| | | |
| | |
Valuation allowance | |
| 21.00 | % | |
| 21.00 | % |
| |
| | | |
| | |
Effective income tax rate | |
| 0.00 | % | |
| 0.00 | % |
The Company had available approximately $35.6M (2021)
and $34.1M (2020) of unused net operating loss carryforwards that may be applied against future taxable income. Net operating loss carryforward
that arose in the tax year 2000 expired in 2021 for Federal purposes.
The future utilization of the Company’s NOL
and tax credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of changes
in ownership by stockholders that hold 5% or more of the Company’s common stock. An assessment of such ownership changes under Section
382 was not completed through December 31, 2021. To the extent that an assessment is completed in the future, the Company’s ability
to utilize tax attributes could be restricted on a year-by-year basis and certain attributes could expire before they are utilized. The
Company will examine the impact of any potential ownership changes in the future.
The Company files income tax returns in the U.S.
federal jurisdiction and various state jurisdictions. In the normal course of business, the Company is subject to examination by taxing
authorities throughout the nation. The Company is not currently under audit by the Internal Revenue Service or other similar state and
local authorities. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject.
9. REVENUE
Revenue was first recorded in EESTech in the third quarter
of FY 2021. It relates to the ongoing R&D process with Sasol as EESTech has taken on testing of excess fine coal agglomeration. As
of 31 December 2021, revenue was immaterial but is forecasted to increase throughout FY2022 providing the successful completion of the
testing process is achieved.
Revenue is based on completion of 3 stages of the fine coal agglomeration,
each stage being deemed to be a distinct performance obligation. The 3 stages are as follows:
| 1) | Evaluation of agglomerates to confirm suitability for gasfication – EESTech will be provided with 2 tons of fine coal by Sasol
for test work from which the Company must produce agglomerates meeting Sasol’s expectations along with providing a basic analysis
of the agglomerated material. The Company has fulfilled their requirements of this stage during FY2021, and has recognized revenue related
to this performance obligation. |
| 2) | A proposal from EESTech on the business model – If stage 1 produces suitable agglomerates which pass Sasol’s testing,
EESTech will be required to develop a full proposal on a 200 kilo tons per annum scale project including a detailed business model. The
Company has provided the proposal which Sasol has deemed appropriate and thus fulfilled their requirements of this performance obligation
and recognized the corresponding revenue during FY2021. |
| 3) | Full scale demonstration in a commercial gasifier – Stage 3 entails EESTech to manufacture about 1,000 tons of agglomerates
to enable a commercial scale demonstration. As at December 31, 2021, this stage had not yet been completed by the Company and hence, Sasol
had not been invoiced for payment at year-end. However, the requirements of this stage were satisfied subsequent to year-end and has therefore
been received and recognized as revenue in March 2022. |
Once each stage is complete, an invoice is raised, and the revenue is recognized
at a point in time, upon completion of each stage, which represents a distinct performance obligation. Each stage has been deemed a distinct
performance obligation since the agreement between EESTech and Sasol is such that the customer can begin benefitting from the results
provided by the Company after completion of each stage, or, if the customer should see no further benefit, cancel the remaining stages.
Payment for each invoice is typically due 7 days from the date of invoice. There are no warranties or rights of return under this contract.
Costs relating to the completion of the contract are
recognized as incurred in line with each stage. Costs are minimal and mainly relate to lab hire and small lab expenses. Larger laboratory
expenses have been capitalized and are being depreciated in line with the depreciation policy.
The breakdown of opening and closing revenue for the year from contracts
is noted below:
|
Sasol
($) |
Opening balance of Contract Revenue at 1 January 2021 |
— |
New Contracts |
66,130 |
Revenue recognized on Contracts for performance obligations satisfied |
(52,554) |
Difference arising on translation of foreign currency |
554 |
Closing balance of Contract Revenue at 31 December 2021 |
14,130 |
The Company expects to be able to invoice the final stage of the contract
of $14,130 upon shipment of the agglomerated fine coal. This took place in March 2022.
There was no revenue recognized for completion of performance obligations
in prior periods.
10. LOSS PER SHARE
The calculation of basic loss per share has been based on the following
loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding.
|
|
DECEMBER 31,
2021 |
|
DECEMBER 31,
2020 |
|
|
$ |
|
$ |
Loss attributable to ordinary shareholders |
|
|
(1,352,260 |
) |
|
|
(989,856 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares at 1 January |
|
|
180,831,531 |
|
|
|
171,195,779 |
|
Effect of shares issued in year |
|
|
24,846,302 |
|
|
|
9,635,753 |
|
Weighted average number of ordinary shares at 31 December |
|
|
205,677,834 |
|
|
|
180,831,531 |
|
Loss per share |
|
|
(0.007) |
|
|
|
(0.005) |
|
11. RELATED PARTY TRANSACTIONS
(a) Due from related parties
During the period ended December 31, 2021, the Company
provided advances to two directors in the form of credit cards to be able to pay for any expenses. As at December 31, 2021, balances on
account from related parties were $14,955 (2020: $7,702).
(b) Due to related parties
As at December 31, 2021, balances owing to related
parties were $406,809 (2020: $917,705). They were unsecured and non-interest bearing, and had no stated terms of repayment. All of these
relate to director fees and contractor/consulting costs.
12. ISSUANCE OF SHARES TO EXTINGUISH DEBT
The Company, on occasion, uses shares to extinguish debt. This can be in
the form of an invoice or services received. Where an invoice has been received, the shares are valued at the quoted market value on the
day of settlement. Any difference between the value of the shares and the net carrying amount of the extinguished debt is recognized in
income of the period of extinguishment as losses or gains. For the year ended December 31, 2021, a loss of $57,058 has been recognized
(2020: gain of $1,775).
Where shares are issued for services rendered, the Black-Scholes method
of valuation is applied and the expense is straight lined over the period of service received. During the years ended December 31, 2021,
and 2020 the Company issued 10,465,100 and 3,476,144 shares of common stock for the extinguishment of $498,952 and $196,536 of debt, respectively.
13. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases its corporate offices under a month-to-month
agreement, and under an operating lease that is renewable annually and expires in December 2022. Rent expense for office space amounted
to approximately $660 for both the years ended December 31, 2021, and 2020, respectively.
Legal Matters
From time to time, the Company is involved in various
disputes and litigation matters that arise in the ordinary course of business. To date, the Company had no material pending legal proceedings.
EESTech, Inc. Interim Unaudited Consolidated Financial Statements
for the Six Months Ended 30 June 2022
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Consolidated Balance Sheets as
at June 30, 2022, and December 31, 2021
|
|
Note |
|
JUNE 30, |
|
DECEMBER 31, |
|
|
|
|
2022 |
|
2021 |
|
|
|
|
$ |
|
$ |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash |
|
|
|
|
559,333 |
|
|
|
416,811 |
|
Prepaid expenses |
|
|
|
|
11,926 |
|
|
|
28,128 |
|
Other receivables |
|
3 |
|
|
19,412 |
|
|
|
42,818 |
|
Total current assets |
|
|
|
|
590,671 |
|
|
|
487,757 |
|
|
|
|
|
|
|
|
|
|
|
|
OTHER NON-CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
4 |
|
|
39,162 |
|
|
|
39,804 |
|
Total non-current assets |
|
|
|
|
39,162 |
|
|
|
39,804 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
629,833 |
|
|
|
527,561 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
5 |
|
|
364,579 |
|
|
|
359,173 |
|
Accrued expenses |
|
6 |
|
|
156,696 |
|
|
|
189,258 |
|
Shareholder loans |
|
|
|
|
— |
|
|
|
21,768 |
|
Total current liabilities |
|
|
|
|
521,275 |
|
|
|
570,199 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity (deficit): |
|
|
|
|
|
|
|
|
|
|
Common Stock, $0.001 par value, 450,000,000 shares authorized; |
|
|
|
|
|
|
|
|
|
|
and 255,613,697 shares issued and outstanding at |
|
|
|
|
|
|
|
|
|
|
June 30, 2022 and 239,001,760 as at December 31, 2021, respectively |
|
|
|
|
256,289 |
|
|
|
240,175 |
|
Additional paid-in capital |
|
|
|
|
36,385,391 |
|
|
|
35,769,252 |
|
Accumulated deficit |
|
|
|
|
(35,071,260 |
) |
|
|
(34,682,133 |
) |
Accumulated comprehensive loss |
|
|
|
|
(1,576,828 |
) |
|
|
(1,550,394 |
) |
Change in proportionate interest reserve |
|
|
|
|
1,178,039 |
|
|
|
1,178,039 |
|
Total stockholders’ equity (deficit) |
|
|
|
|
1,171,631 |
|
|
|
954,939 |
|
Non-Controlling Interest in Subsidiaries |
|
|
|
|
(1,063,073 |
) |
|
|
(997,577 |
) |
Total equity (deficit) |
|
|
|
|
108,558 |
|
|
|
(42,638 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
|
|
|
629,833 |
|
|
|
527,561 |
|
The accompanying notes are an integral part of these
financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Consolidated Statements of Operations
and Comprehensive Loss for the Six Months Ended June 30, 2022, and June 30, 2021
|
|
FOR THE SIX
MONTH PERIOD |
|
FOR THE SIX
MONTH PERIOD |
|
|
ENDED |
|
ENDED |
|
|
JUNE 30, |
|
JUNE 30, |
|
|
2022 |
|
2021 |
|
|
$ |
|
$ |
Revenue recognized from contracts with customers |
9 |
|
53,877 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
General administrative |
|
|
(508,500 |
) |
|
|
(561,406 |
) |
Total operating expenses |
|
|
(508,500 |
) |
|
|
(561,406 |
) |
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(454,623 |
) |
|
|
(561,406 |
) |
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Unrealized FX gain/(loss) on translation |
|
|
— |
|
|
|
— |
|
Interest income |
|
|
— |
|
|
|
— |
|
Interest expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(454,623 |
) |
|
|
(561,406 |
) |
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss): |
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) for the year, net of tax |
|
|
(26,434 |
) |
|
|
(31,287) |
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
(481,057 |
) |
|
|
(592,693 |
) |
|
|
|
|
|
|
|
|
|
Loss for the year is attributable to: |
|
|
|
|
|
|
|
|
Owners of EESTech, Inc. |
|
|
(389,127 |
) |
|
|
(520,149 |
) |
Non-Controlling Interests |
|
|
(65,496) |
|
|
|
(41,257 |
) |
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year is attributable to: |
|
|
|
|
|
|
|
|
Owners of EESTech, Inc. |
|
|
(415,561 |
) |
|
|
(551,436 |
) |
Non-Controlling Interests |
|
|
(65,496) |
|
|
|
(41,257 |
) |
|
|
|
|
|
|
|
|
|
Loss per share |
|
|
(0.002 |
) |
|
|
(0.003 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – basic and diluted |
|
|
245,680,221 |
|
|
|
189,919,013 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes
are an integral part of these financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Consolidated Statement of Changes
in Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2022, and June 30, 2021
|
|
Common Stock |
|
|
Deficit accumulated during
development
stage |
|
Accumulated
other
comprehensive
income/(loss) |
|
Change in proportionate interest reserve |
|
Total
Stockholders’
equity
(deficit) |
|
Non-Controlling Interests
in Subsidiaries |
|
Total
equity
(deficit) |
|
|
|
Shares issued
Par |
|
Par
Value
$0.001 |
|
Additional
paid-in
capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December
31, 2020 |
|
|
184,373,533 |
|
|
|
185,548 |
|
|
|
33, 489,487 |
|
|
|
|
|
(33,329,874 |
) |
|
|
(1,531,011 |
) |
|
|
1,178,039 |
|
|
|
(7,811 |
) |
|
|
(920,838 |
) |
|
|
(928,649 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of stock for
Cash |
|
|
10,879,435 |
|
|
|
11,064 |
|
|
|
336,391 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
347,455 |
|
|
|
— |
|
|
|
347,455 |
|
Issuance of stock for
Services |
|
|
1,887,985 |
|
|
|
1,888 |
|
|
|
133,868 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
135,756 |
|
|
|
— |
|
|
|
135,756 |
|
Issuance of shares to Non-Controlling Interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Change in proportionate interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
(520,149 |
) |
|
|
— |
|
|
|
— |
|
|
|
(520,149 |
) |
|
|
(41,257 |
) |
|
|
(561,406 |
) |
Adjustment for foreign currency translations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
(31,287) |
|
|
|
— |
|
|
|
(31,287) |
|
|
|
— |
|
|
|
(31,287) |
|
Balance June
30, 2021 |
|
|
197,140,953 |
|
|
|
198, 500 |
|
|
|
33,959,746 |
|
|
|
|
|
(33,850,023 |
) |
|
|
(1,562,298 |
) |
|
|
1,178,039 |
|
|
|
(76,036 |
) |
|
|
(962,095 |
) |
|
|
(1,038,131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December
31, 2021 |
|
|
239,001,760 |
|
|
|
240,175 |
|
|
|
35,769,252 |
|
|
|
|
|
(34,682,133 |
) |
|
|
(1,550,394 |
) |
|
|
1,178,039 |
|
|
|
954,939 |
|
|
|
(997,577 |
) |
|
|
(42,638 |
) |
Issuance of stock for
Cash |
|
|
14,983,207 |
|
|
|
14,986 |
|
|
|
584,345 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
599,331 |
|
|
|
— |
|
|
|
599,331 |
|
Issuance of stock for
Services |
|
|
1,628,730 |
|
|
|
1,128 |
|
|
|
31,794 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
32,922 |
|
|
|
— |
|
|
|
32,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
(389,127 |
) |
|
|
— |
|
|
|
— |
|
|
|
(389,127 |
) |
|
|
(65,496) |
|
|
|
(454,623 |
) |
Adjustment for foreign currency translations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
(26,434 |
) |
|
|
— |
|
|
|
(26,434 |
) |
|
|
— |
|
|
|
(26,434 |
) |
Balance June
30, 2022 |
|
|
255,613,697 |
|
|
|
256,289 |
|
|
|
36,385,391 |
|
|
|
|
|
(35,071,260 |
) |
|
|
(1,576,828 |
) |
|
|
1,178,039 |
|
|
|
1,171,631 |
|
|
|
(1,063,073 |
) |
|
|
108,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes
are an integral part of these financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE
COMPANY)
Interim Unaudited Consolidated Statements of Cash
Flows for the Six Months Ended June 30, 2022, and June 30, 2021
|
|
FOR THE SIX MONTHS ENDED JUNE 30, 2022 |
|
FOR THE SIX MONTHS ENDED JUNE 30, 2021 |
|
|
$ |
|
$ |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(454,623 |
) |
|
|
(561,406 |
) |
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
|
cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization and depreciation |
|
|
6,919 |
|
|
|
4,345 |
|
Shares issued for services and settlement of debt |
|
|
32,922 |
|
|
|
135,756 |
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Increase (decrease) in accruals |
|
|
(32,561) |
|
|
|
30,239 |
|
(Increase) decrease in other receivables |
|
|
(2,609 |
) |
|
|
89 |
|
Increase in prepaid expenses |
|
|
23,508 |
|
|
|
— |
|
Increase in accounts payable |
|
|
5,406 |
|
|
|
99,045 |
|
Net cash used in operations |
|
|
(421,038 |
) |
|
|
(219,932) |
|
|
|
|
|
|
|
|
|
|
Cash flows used by investing activities: |
|
|
|
|
|
|
|
|
Acquisition of plant and equipment |
|
|
(32,662 |
) |
|
|
(3,828) |
|
Net cash used by investing activities |
|
|
(32,662 |
) |
|
|
(3,828) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
599,331 |
|
|
|
347,455 |
|
Loan repaid to shareholder |
|
|
(14,080 |
) |
|
|
(1,104 |
) |
Net cash from financing activities |
|
|
585,251 |
|
|
|
346,351 |
|
|
|
|
|
|
|
|
|
|
Comprehensive gain (loss) on translation |
|
|
10,971 |
|
|
|
(31,247) |
|
Net increase in cash |
|
|
142,522 |
|
|
|
19,344 |
|
Cash, beginning of period |
|
|
416,811 |
|
|
|
82,250 |
|
Cash, end of period |
|
|
559,333 |
|
|
|
101,594 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Issuance of stock for services and extinguishment of debt |
|
|
32,922 |
|
|
|
135,756 |
|
The accompanying notes are an integral part of these
financial statements
EESTECH, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Notes to Interim Consolidated Financial Statements
1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE
OF OPERATIONS
Please see Note 1 “Basis of presentation, organization
and nature of operations” contained in the audited consolidated financial statements for the year ended December 31, 2021.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please see Note 2 “Summary of Significant Accounting
Policies” contained in the audited consolidated financial statements for the year ended December 31, 2021.
| (a) | Newly Adopted Accounting Standards and Accounting Standards not yet Implemented |
During the period there has been no new Accounting
Standards Update issued by the Financial Accounting Standards Board that had material impact on the Company’s consolidated financial
statements.
3. OTHER RECEIVABLES
Other receivables consist of the following:
|
|
JUNE 30,
2022 |
|
DECEMBER 31,
2021 |
|
|
$ |
|
$ |
Amounts due from Customers |
|
|
- |
|
|
|
26,043 |
|
Advances to related parties |
|
|
14,198 |
|
|
|
14,955 |
|
GST Receivable |
|
|
5,214 |
|
|
|
1,820 |
|
Total Other Receivables |
|
|
19,412 |
|
|
|
42,818 |
|
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
Computers |
Plant & Equipment |
Lab Equipment |
TOTAL |
|
$ |
$ |
$ |
$ |
Balance at 1 January 2021 |
3,689 |
2,321 |
— |
6,010 |
Additions |
5,832 |
14,811 |
24,707 |
45,350 |
Impact of foreign exchange |
(2,318) |
— |
— |
(2,318) |
Depreciation |
(3,096) |
(3,944) |
(2,198) |
(9,238) |
Balance at 31 December 2021 |
4,107 |
13,188 |
22,509 |
39,804 |
Additions |
3,991 |
— |
3,108 |
7,099 |
Impact of foreign exchange |
(1,158) |
— |
337 |
(821) |
Depreciation |
(1,351) |
(2,448) |
(3,121) |
(6,920) |
Balance at 30 June 2022 |
5,589 |
10,740 |
22,833 |
39,162 |
Property and equipment is stated at cost and depreciated
using the straight-line method over the estimated useful lives of the assets, which is three to seven years. The Company has no equipment
under finance lease.
5. ACCOUNTS PAYABLE
Accounts payable consist of the following:
|
|
JUNE 30,
2022 |
|
DECEMBER 31,
2021 |
|
|
$ |
|
$ |
Amounts due for consulting costs to related parties/Directors |
|
|
343,435 |
|
|
|
341,505 |
|
Amounts due to suppliers |
|
|
21,144 |
|
|
|
17,668 |
|
Total Accounts Payable |
|
|
364,579 |
|
|
|
359,173 |
|
6. ACCRUED EXPENSES
Accrued expenses consist of the following:
|
|
JUNE 30,
2022 |
|
DECEMBER 31,
2021 |
|
|
$ |
|
$ |
Amounts due to related parties/Directors |
|
|
86,112 |
|
|
|
65,304 |
|
Amounts due to suppliers |
|
|
70,584 |
|
|
|
123,954 |
|
Total Accrued Expenses |
|
|
156,696 |
|
|
|
189,258 |
|
7. COMMON STOCK
During the fiscal year ended December 31, 2021, the Company raised $1,345,094
from private placements, via the issue of 35,740,362 shares.
During the fiscal year ended December 31, 2021, the Company issued 8,422,765
shares in lieu of services received, valued at $490,346.
During the fiscal year ended December 31, 2021, the Company issued 10,465,100
shares in lieu of invoices received, valued at $498,952.
During the six month period ended June 30, 2022, the Company raised $599,331
from private placements, via the issue of 14,983,207 shares.
During the six month period ended June 30, 2022, the Company issued 1,537,480
shares in lieu of services received, valued at $27,922.
During the six month period ended June 30, 2022, the Company issued 91,250
shares in lieu of invoices received, valued at $5,000.
Warrants
The Company has historically issued warrants to purchase 1,737,499 shares
of the Company’s common stock with an exercise price of $0.035 per share and a term of seven years. As at 30 June 2022, 1,351,785
of these warrants are outstanding. The warrants were recorded to additional paid-in capital.
The fair value of the warrants was determined using the Black-Scholes option-pricing
method, with the following assumptions:
|
Warrants |
Fair market value of common stock |
$0.035 |
Expected dividend yield |
-% |
Risk-free interest rate |
0.12% |
Expected volatility |
27.29% |
Expected term (in years) |
7 |
8. INCOME TAXES
The components of the deferred tax asset are as follows:
|
|
JUNE
30, 2022 |
|
DECEMBER
31, 2021 |
|
|
|
$ |
|
|
|
$ |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Net operating loss carry-forward |
|
|
7,440 |
|
|
|
7,627 |
|
Gross deferred tax assets |
|
|
7,440 |
|
|
|
7,627 |
|
Less valuation allowance |
|
|
(7,438 |
) |
|
|
(7,624 |
) |
Total deferred tax assets |
|
|
2 |
|
|
|
3 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
(2) |
|
|
|
(3) |
|
Net deferred tax assets |
|
|
— |
|
|
|
— |
|
The Company has provided a full valuation allowance
on the net deferred tax assets. The valuation allowance decreased by $0.2 million during the period ended 30 June 2022 and increased by
$0.3 million during the year ended 31 December 2021.
The Company utilizes ASC 740, Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have
been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences
in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At June 30,
2022, and December 31, 2021, valuation allowances for the full amount of the net deferred tax asset were established due to the uncertainties
as to the amount of the taxable income that would be generated in future years.
Reconciliation of the differences between the statutory tax rate and the
effective income tax rate is as follows:
|
|
JUNE
30, 2022 |
|
DECEMBER
31, 2021 |
|
|
|
|
|
Statutory federal tax (benefit) rate |
|
|
(21.00 |
)% |
|
|
(21.00 |
)% |
Statutory foreign tax (benefit) rate |
|
|
(25.00 |
)% |
|
|
(25.00 |
)% |
|
|
|
|
|
|
|
|
|
Weighted average effective tax rate |
|
|
(22.00 |
)% |
|
|
(21.00 |
)% |
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
22.00 |
% |
|
|
21.00 |
% |
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
0.00 |
% |
|
|
0.00 |
% |
The Company had available approximately $34.7M (2022) and $35.6M (2021)
of unused net operating loss carryforwards that may be applied against future taxable income. Net operating loss carryforwards that arose
in the tax years 2001 and 2000 expired in 2022 and 2021, respectively, for Federal purposes.
9. REVENUE
Revenue was first recorded in EESTech in the third quarter of FY 2021.
It relates to the ongoing R&D process with Sasol as EESTech has taken on testing of excess fine coal agglomeration. As of 31 December
2021, revenue was immaterial but is forecasted to increase throughout FY2022 providing the successful completion of the testing process
is achieved.
Revenue is based on completion of 3 stages of the fine coal agglomeration,
each stage being deemed to be a distinct performance obligation. The 3 stages are as follows:
| 1) | Evaluation of agglomerates to confirm suitability for gasfication – EESTech will be provided with 2 tons of fine coal by Sasol
for test work from which the Company must produce agglomerates meeting Sasol’s expectations along with providing a basic analysis
of the agglomerated material. The Company has fulfilled their requirements of this stage during FY2021, and has recognized revenue related
to this performance obligation. |
| 2) | A proposal from EESTech on the business model – If stage 1 produces suitable agglomerates which pass Sasol’s testing,
EESTech will be required to develop a full proposal on a 200 kilo tons per annum scale project including a detailed business model. The
Company has provided the proposal which Sasol has deemed appropriate and thus fulfilled their requirements of this performance obligation
and recognized the corresponding revenue during FY2021. |
| 3) | Full scale demonstration in a commercial gasifier – Stage 3 entails EESTech to manufacture about 1,000 tons of agglomerates
to enable a commercial scale demonstration. As at December 31, 2021, this stage had not yet been completed by the Company and hence, Sasol
had not been invoiced for payment at year-end. However, the requirements of this stage were satisfied subsequent to year-end and has therefore
been received and recognized as revenue in March 2022. |
Once each stage is complete, an invoice is raised, and the revenue is recognized
at a point in time, upon completion of each stage, which represents a distinct performance obligation. Each stage has been deemed a distinct
performance obligation since the agreement between EESTech and Sasol is such that the customer can begin benefitting from the results
provided by the Company after completion of each stage, or, if the customer should see no further benefit, cancel the remaining stages.
Payment for each invoice is typically due 7 days from the date of invoice. There are no warranties or rights of return under this contract.
Costs relating to the completion of the contract are recognized as incurred
in line with each stage. Costs are minimal and mainly relate to lab hire and small lab expenses. Larger laboratory expenses have been
capitalized and are being depreciated in line with the depreciation policy.
The breakdown of opening and closing revenue for the year from contracts
is noted below:
|
Sasol
($) |
Opening balance of Contract Revenue at 1 January 2021 |
— |
New Contracts |
66,130 |
Revenue recognized on Contracts for performance obligations satisfied |
(52,554) |
Difference arising on translation of foreign currency |
554 |
Closing balance of Contract Revenue at 31 December 2021 |
14,130 |
New Contracts |
39,500 |
Revenue recognized on Contracts for performance obligations satisfied |
(53,877) |
Difference arising on translation of foreign currency |
247 |
Closing balance of Contract Revenue at 30 June 2022 |
— |
10. LOSS PER SHARE
The calculation of basic loss per share has been based on the following
loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding.
|
|
June 30,
2022 |
|
June 30,
2021 |
|
|
$ |
|
$ |
Loss attributable to ordinary shareholders |
|
|
(389,127 |
) |
|
|
(520,149 |
) |
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares at 1 January |
|
|
205,677,834 |
|
|
|
180,831,531 |
|
Effect of shares issued in period |
|
|
40,002,388 |
|
|
|
9,087,482 |
|
Weighted average number of ordinary shares at 30 June |
|
|
245,680,221 |
|
|
|
189,919,013 |
|
Loss per share |
|
|
(0.002) |
|
|
|
(0.003) |
|
11. RELATED PARTY TRANSACTIONS
(a) Due from related parties
During the period ended June 30, 2022, the Company
provided advances to two directors in the form of credit cards to be able to pay for any expenses. As at June 30, 2022, balances on account
from related parties were $14,198 (December 31, 2021: $14,955).
(b) Due to related parties
As at June 30, 2022, balances owing to related parties
were $429,547 (December 31, 2021: $406,809). They were unsecured and non-interest bearing, and had no stated terms of repayment. All
of these relate to director fees and contractor/consulting costs.
12. ISSUANCE OF SHARES TO EXTINGUISH DEBT
The Company, on occasion, uses shares to extinguish debt. This can be in
the form of an invoice or services received. Where an invoice has been received, the shares are valued at the quoted market value on the
day of settlement. Any difference between the value of the shares and the net carrying amount of the extinguished debt is recognized in
income of the period of extinguishment as losses or gains. For the six month period ended June 30, 2022, a gain of $2,719 has been recognized
(2021: loss of $24,115).
Where shares are issued for services rendered, the Black-Scholes method
of valuation is applied, and the expense is straight lined over the period of service received. During the six month period ended June
30, 2022, the Company issued 91,250 shares of common stock for the extinguishment of $5,000 of debt.
13. COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leases its corporate offices under a month-to-month
agreement, and under an operating lease that is renewable annually and expires in December 2022. Rent expense for office space amounted
to approximately $660 for both the years ended December 31, 2022, and 2021, respectively.
Legal Matters
From time to time, the Company is involved in various
disputes and litigation matters that arise in the ordinary course of business. To date, the Company had no material pending legal proceedings.
EESTech (CE) (USOTC:EESH)
Historical Stock Chart
From Jun 2024 to Jul 2024
EESTech (CE) (USOTC:EESH)
Historical Stock Chart
From Jul 2023 to Jul 2024