SOURCE: STT Enviro Corp.

STT Enviro Corp.

December 05, 2014 07:00 ET

STT Enviro Corp. Announces Letter of Intent to Acquire Proprietary Pipe Assets

TORONTO, ON--(Marketwired - December 05, 2014) - STT Enviro Corp. ("STT" or the "Company") (TSX VENTURE: STT) today announced that it has entered into a binding letter of intent with Tome Holdings, LLC ("Tome") to acquire intangible assets related to a bonded, composite polyethylene pipe designed for use in oil & gas field collection applications (the "Rohr Pipe Assets"). The Rohr Pipe Assets are comprised of proprietary research, a process patent, product development and product samples, financial modeling, and related intellectual property. The product is targeted to a very large market currently serviced by steel pipe which is subject to the environmental issues associated with corrosion. The transaction is subject to approval by the TSX Venture exchange.

David Deacon, Chief Executive Officer, commented "This acquisition could provide the Company with a differentiating product in one of our traditional markets where we already have sales access and fits precisely with our corporate customer promise of 'Environmental improvement at reduced cost equals customer value'. We are enthusiastic about this product's potential and have negotiated a structure which we believe allows us to thoroughly evaluate whether we can provide it to market within the parameters we think will drive its rapid adoption." 

The payment terms are as follows:

  • Initial payment of $60,000 due by December 5, 2014, which secures exclusivity to the Rohr Pipe Assets;
  • Second instalment payable through the issuance of 800,000 common shares of STT (based on the current market value of approximately $0.20 per share, this instalment is valued at $160,000), due March 31, 2015 after STT has an opportunity to prove the technical feasibility of the product; and
  • Final instalment payable through the issuance of 1,400,000 common shares of STT (based on the current market value of approximately $0.20 per share, this instalment is valued at $280,000), due December 31, 2015 after STT has started commercial development.

Payment of the aggregate purchase price of C$60,000 plus 2,200,000 common shares of STT (based on the current market value of approximately $0.20 per share, the value of the common shares is $440,000) is structured to allow the Company to fully evaluate the technical feasibility and commercialization potential of the Rohr Pipe Assets prior to making full payment for them.

In the event that STT chooses not to pay the second or final instalment, it may transfer the Rohr Pipe Assets back to Tome and have no further obligation to Tome.

Mr. Deacon added, "The purchase has been structured in a way to minimize the Company's risk as we work through the evaluation of the product's potential during 2015. If the product can be produced at the forecast cost we see this transaction as having the potential to be an important step in diversifying and broadening the Company's revenue streams."

About STT Enviro Corp.
STT Enviro Corp. (TSX VENTURE: STT) is an international supplier of industrial processes and environmental solutions specializing in water remediation and emission control systems. The Company assists its clients in subscribing to the highest environmental standards by offering quality products, reliability and cost effective solutions.

The Company's three primary areas of business are in providing engineering support, project management and installation of bulk material handling systems; supplying steel tanks and providing related engineering support and services for liquid storage projects; and the sales of parts and aftermarket services to our customers to assist them in maintaining and improving their systems.

The Company is focused on becoming a leading supplier of environmental solutions by continuing to grow its business organically and, longer term, to make strategic acquisitions at prices that are financially accretive. 

For more information, please visit our website at www.sttenvirocorp.com.

Caution Regarding Forward-Looking Information

Forward-Looking Information
This news release contains certain forward-looking statements. These statements relate to future events or future performance and reflect management's current expectations and assumptions regarding the growth, results of operations, performance, and business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and expectations and are based on information currently available to management of the Company. In particular, statements regarding the future operating results and economic performance are forward-looking statements. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements, including risks outlined under "Risk Factors" in our Annual Information Form, which is posted at www.sedar.com. In evaluating these statements, investors should specifically consider various factors, including such risks as Investment Risk; Business Valuations; Condition of Capital Markets; Dependence on Key Personnel; General Economic Factors; Interest Rate Risk; Competition; and Reliance on Key Suppliers. One or more of these "Risk Factors" could cause actual events or results to differ materially from any forward-looking statement. These factors should not be considered exhaustive. Although the forward-looking statements contained in this press release are based on what management of the Company considers to be reasonable assumptions based on information currently available to them, there can be no assurance that actual events or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release, and none of STT nor its directors assume any obligation to update or revise them to reflect new events or circumstances. Undue reliance should not be placed on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

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