E.S.I. Environmental Sensors Inc.

TSX VENTURE : ESV


E.S.I. Environmental Sensors Inc.

March 21, 2013 17:05 ET

ESI Announces $1.5 Million 'Shares for Debt' Transaction

VICTORIA, BRITISH COLUMBIA--(Marketwire - March 21, 2013) - E. S. I. Environmental Sensors Inc. ("ESI" or the "Company"), (TSX VENTURE:ESV) is pleased to re-announce the filing of a "Shares for Debt" transaction for the revised settlement amount of $1,440,995 in exchange for the issuance of 28,899,906 common shares and 4,679,486 warrants. The debt settlements consist entirely of shareholder loans made to the Company and accumulated interest on those loans. All shares issued will have a four month hold period from the date of closing. The Company has proposed a closing date of March 29, 2013, and will close the transaction and issue the common shares and warrants once the transaction has been accepted by the TSX Venture Exchange (the "Exchange"). The Company previously announced this transaction on September 25, 2012 for approximately $825,000. The amount of the transaction has increased due to the inclusion of additional loans and interest.

The Company's largest shareholder, Avis Financial Corporation ("Avis Financial"), will be receiving 23,979,300 common shares in exchange for the settlement of $1,198,965 in shareholder loans and accumulated interest, but will not receive any warrants. With the closing of this transaction, Avis Financial will own 59.8% of ESI (Avis Financial currently holds 54.1% of the issued and outstanding common shares of the Company).

The warrants issued in connection with the transaction will be exercisable for a period of three years from the date of closing, and will have an exercise price of $0.10 during the first year, $0.15 during the second year, and $0.20 during the third year. Warrants will only be issued to arms-length parties.

This Shares for Debt transaction is subject to Exchange acceptance.

About ESI

ESI is a leading manufacturer of patented and proprietary solutions for environments where understanding the presence, movement, and/or amount of water are important. Major market sectors include: agriculture, golf and turf, scientific research, civil engineering, mining, environmental monitoring and crude oil production. ESI solutions have been successfully introduced into more than 40 countries to enable customers to optimize their operations by monitoring the presence and movement of water, managing irrigation systems, and monitoring the integrity of landfill covers. In addition, ESI's Flo·Point™ instrument has been deployed in the oil industry to measure the volumetric presence of water pumped during crude oil extraction for characterization and optimization of the process. ESI differentiates itself by translating the best technology and science available into practical, easy to use solutions. Irrigation managers, reservoir engineers, and scientists have adopted ESI's products for their accuracy, ease of use, repeatability, and ability to operate in challenging environments. ESI is publicly traded on the TSX Venture Exchange under the symbol "ESV". Further information about ESI may be obtained through the Company's website at www.esica.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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