Edmonton, Alberta — December 25, 2021 — AdvEn Industries Inc. (“AdvEn”) concluded a share consolidation, technology spinout and share exchange transaction with Nano Innovations Inc. (“Nano”) early Christmas morning.
“The unprecedented closing of these transactions speaks to the perseverance and patience of the management and directors in both companies and our flexibility to conduct business internationally,” said Yanguang Yuan, Chairman and Chief Executive Officer of AdvEn. “These transactions allow us to focus our efforts on individual technologies while introducing new capital, management and public market experience to our excellent team of technical professionals.”
As part of the transaction, AdvEn shareholders approved a consolidation of its common shares on a 1 to 0.6445 basis resulting in total issued and outstanding shares of 26 million in AdvEn.
AdvEn then formed two wholly owned subsidiaries: AdvEn Solid Bitumen Inc. and Tangold Inc. (the “Spinout Companies”). The subsidiaries issued 26 million shares to AdvEn which then entered into technology licensing arrangements for its solid bitumen and carbon fibre technologies respectively. Solid bitumen is a proprietary process to take raw bitumen from Canadian oil producers and turn it into a 100% solid form for ease of transportation above ground. Carbon fibre is the process of manufacturing carbon fibres from bitumen refining residues which provides significant competitive advantages. Each Spinout Company will have independent management and directors.
The board of AdvEn concurrently issued a special dividend to each AdvEn shareholder of one common share in each of the Spinout Companies for each share held in AdvEn resulting in a 100% divestiture of each Spinout Company on a non-cash basis.
Upon completion of the above, AdvEn concluded a share exchange with Nano on a one-to-one basis resulting in each AdvEn shareholder receiving one common share in Nano. The number of issued shares resulting from the transaction was 32,750,000 common shares and has been considered a reverse merger with AdvEn becoming a wholly owned subsidiary of Nano.
Prior to the closing, Nano had secured USD$3 million in convertible debentures with a commitment from Spartan Capital Securities, LLC, to complete an additional USD$2-4 million under the debenture in 2022.
The board and management of the combined company are now comprised of team members from each organization and include a newly constituted Nano board: Yanguang Yuan, Chairman and CEO; Weixing Chen, director and CTO; Philip Chong, director; Arnie Johannson, director; and John Meekison, director. The board also appointed R. Michael Steele to act as Chief Financial Officer of both Nano and AdvEn. Kyle Wang has stepped down from the board.
“This transaction brings the needed capital to advance the completion of our Nisku manufacturing and research facility along with a future capital plan to finance the business,” added Mr. Yuan. “We would like to thank Kyle for his contributions to AdvEn over many years and we are grateful for his service to the company.”
Dr. Yanguang Yuan (“YY”), P.Eng., P.Geol.
Chief Executive Officer and Director
Dr. Yanguang Yuan (affectionately known around the office as “YY”) brings more than 35 years of experience in the field of geological sciences, as well as engineering in academics, research and the upstream oil/gas industry to his role at AdvEn. Passionate about making positive change in the world, YY has deep expertise in technology development and commercialization. He provides a rare blend of scientific knowledge, industry insight, creativity and business acumen to his leadership role – and is always ready to support, encourage and mentor the more junior team members. Prior to AdvEn, YY founded BitCan Geosciences & Engineering Inc. and has grown it into a world-renowned, independent, integrated technology and service company that specializes in geomechanics.
Dr. Weixing Chen, P.Eng.
Chief Technology Officer and Director
As the founder of AdvEn Inc. and co-inventor of the core ASAC and ESAC technologies, Dr. Weixing Chen provides technical leadership in material innovation and process optimization. His role is to steer the team to ensure that ASAC technology and products are positioned to transform the activated carbon industry. An expert on corrosion control for oil and gas, as well as petrochemical infrastructure, Weixing is a respected professional in those industries. He brings more than 20 years of experience in material engineering research and development to his role at AdvEn and has been at the forefront of several industrial innovations. He is a tenured professor with the University of Alberta, has published more than 180 technical papers and co-authored two books, and has given more than 100 technical keynote talks and presentations. Weixing holds a Ph.D. in Material Science and Engineering from the University of Manitoba and an M.S. and B.S. in physical metallurgy from the Dalian University of Technology in China.
John Meekison, CPA, CMA, CIM, P.Log.
Director and Audit Committee Chair
John Meekison has more than 27 years of extensive experience as a CFO and investment banker having worked with a range of public and private sector organizations. During the past 12 years, John has acted as a career CFO and holds multiple designations including his CPA, Certified Management Accountant, Certified Investment Manager, and Professional Logistician, and a BA from the University of British Columbia. John is currently acting as the CFO of Exro Technologies Inc. (TSX: EXRO; OTCQB: EXROF) and is a director of AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI) and Telo Genomics Corp. (TSXV: TELO; OTCQB: TDSGF).
Arni Johannson brings more than 30 years of experience in operating and investing in private and public companies in Canada and the U.S. Arni has structured numerous exits in multiple sectors and served on more than 20 corporate boards. He is currently CEO, Co-founder and Director of Canadian Nexus Team Ventures Corp. (formerly Brand X Lifestyle Corp.), a public investment company on the TSX Venture Exchange.
Philip Chong is a business entrepreneur with more than 33 years of international business experience in various industries, including financial investment, property development, manufacturing, clean energy, internet, life science and food industry. He spent the first 10 years of his career in the banking industry in both Hong Kong and Toronto with responsibilities in project finance, corporate finance, trade finance, M&A and investment banking. He has served on several public and private company boards.
R. Michael Steele, CPA, CMA
Chief Financial Officer and Corporate Secretary
Michael Steele is a seasoned business leader with expertise in strategy, finance and marketing communications. He has developed global teams (Americas, Europe, Asia and Caribbean), acting as a senior executive, financial advisor and entrepreneur. He has been actively developing and executing strategy and has been growing and financing businesses for more than 20 years. Mike has participated in transactions ranging from under $2 million to more than $750 million, including several structured exits and public offerings. Mike currently volunteers as Director and Treasurer for the Alberta Society of Artists.
AdvEn Inc. (formerly Nano Innovations Inc.), through its wholly owned subsidiary AdvEn Industries Inc., develops and commercializes carbon-centric advanced technologies utilizing industrial by-products: converting refinery residues into non-combustible products for energy storage and a clean environment. AdvEn’s 36,000 square foot manufacturing plant and research facility located in Nisku, Alberta, Canada produces up to 400 metric tons per year of advanced super activated carbon (“ASAC”) and is currently piloting the Company’s patented dry electrode super adhesive coatings (“ESAC”). ASAC products provide superior performance when compared to similar graphite products used in the super capacitor, battery, pharmaceutical and industrial filtration markets.
AdvEn, ASAC and ESAC are trademarks of AdvEn in Canada and the United States.