SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

EESTech, Inc. – ‘10-12G/A’ on 3/15/23

On:  Wednesday, 3/15/23, at 6:27am ET   ·   Accession #:  1539497-23-436   ·   File #:  0-32863

Previous ‘10-12G’:  ‘10-12G’ on 2/14/23   ·   Latest ‘10-12G’:  This Filing   ·   2 References:   To:  EESTech, Inc. – ‘10-12G’ on 10/26/22 To:  EESTech, Inc. – ‘10-12G’ on 8/26/22 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/15/23  EESTech, Inc.                     10-12G/A               1:771K                                   Nuvo Group, Inc./FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G/A    Amendment to Registration Statement                 HTML    741K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

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)

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.

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

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:

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 $1.235 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.

TRADEMARKS AND REFERENCES

“EESTech, Inc.” and other trademarks or trade names of EESTech appearing in this registration statement are our property. Solely for convenience, trademarks and trade names referred to in this registration statement – including but not limited to ThermaSand, ThermaPrills, and Inductosmelt – may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

Our reporting currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this registration statement to “dollars” or “$” or “US$” mean U.S. dollars, and references to A$ mean Australian dollars.

Any reference in this registration statement to “tonne” denotes a metric ton, which differs from a U.S. ton.

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 resources 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 a project to recycle process slag waste in South Africa for Samancor Chrome Limited (“Samancor”), which is one of the world's largest integrated Ferrochrome (FeCr) producers. The project is being undertaken by EESTech through an agreement awarded by Samancor in 2019 with a 10-year term and a 5-year extension option.

In furtherance of the Samancor project, EESTech has:

.

Over the next twelve months, EESTech’s plan of operations and significant steps to achieve for the Samancor project are:

The estimated time for construction and commissioning of the project facility is two years, subject to project financing availability and global logistics challenges.

Further information on the Samancor project is provided in Item 1 under –EESTech Customers/Prospects–Samancor.

EESTech is also nearing completion of a trial and of proof of capability demonstration funded by Sasol Limited (“Sasol”), an integrated energy and chemical company based in South Africa. Sasol is seeking to make better use of excess coal fines that result from its gasification technologies and to reduce the environmental footprint of these discards.

Rather than combustion, coal can be gasified to produce synthetic gases (syngas). Coal fines, however, currently cannot be gasified by Sasol and must be agglomerated and briquetted before they can be gasified. The briquettes are required to withstand extreme conditions through the gasification process and need to retain their structural form. This can be achieved by the proprietary binder formulations and agglomeration methodologies which EESTech has developed.

EESTech was contracted by Sasol as part of an initial work order to engineer a binder formulation and agglomeration methodology that would enable the briquetting of coal fines that meet Sasol’s specifications. This first work order was completed with delivery of a sample of briquettes which were tested by Sasol and exceeded its specification requirements.

EESTech was subsequently contracted by Sasol during the year for a second work order to deliver a conceptual design and engineering study for the deployment and operation of two separate, high volume, commercial scale, fine coal briquetting facilities at Sasol’s largest production facility in Secunda, South Africa.

The study contracted by second work order is comprised of two parts, one part for each of the two briquetting facilities. The first facility is scheduled to be completed by middle of March 2023 and the second facility is planned to be completed by the end of April 2023. The study commenced early October 2022 and currently is approximately 73% complete.

Further information on the Sasol work is provided in this Item 1 under –EESTech Customers/Prospects–Sasol.

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.

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 tonnes 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.

In preparation of commercially deploying EESTech’s IRF, EESTech has entered into non-binding arrangements with Inductotherm Group (“Inductotherm”), O’Brien & Gere Engineers Inc. (“OBG”) and Tetronics Environmental Waste Treatment (“Tetronics”). The arrangements establish the principal terms on which EESTech will formulate commercial agreements with each company to provide engineering services to develop and supply equipment and primary components for EESTech’s IRF.

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 the Basic Front End Engineering and Design Study for the Samancor FeCr slag reclamation project, which has been completed and a Conceptual Engineering Study for the Sasol Fine Coal Agglomeration project, which is 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 Spent Pot Liners (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 Europe Holdings B.V.

EESTech Europe Holdings B.V. was incorporated in The Netherlands in 2022 as a 100% owned subsidiary of EESTech Inc Ltd. The purpose of EESTech Europe Holdings B.V. is to serve as an entity for setting up the patents within the Group.

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 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 ThermaSand, (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”:

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.

Inductosmelt 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:

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 a 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 tonnes 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

Project Background

In 2015, EESTech entered into a Collaborative Development Agreement with Samancor, one of the world’s largest integrated ferrochrome (FeCr) producers, to demonstrate EESTech’s waste management capability to agglomerate discarded chromite ore fines and enhance the efficiency of ferrochrome metal production. The goal of the collaboration was to eliminate a waste liability by transforming process slag into a valuable resource. South Africa’s Mineral and Petroleum Resources Development Act contains strict regulations governing mine and process waste. Samancor has millions of tonnes of ferrochrome slag stockpiled across its production sites in South Africa.

During the collaboration with Samancor, EESTech determined that the inefficiencies of traditional process equipment used by Samancor for the production of ferrochrome metal left significant volumes of chrome units locked within the discarded slag waste. EESTech identified an opportunity to use a unique configured process capability to recycle Samancor’s ferrochrome slag. This process could recover up to 99% of all chrome units from slag waste to produce a smelt ready concentrate. In addition, all post-process tailings could be upgraded into ultra-clean, inert sand product.

During 2015 and 2016, EESTech continued process development and initiated discussions with Samancor to deploy a ferrochrome recycling and recovery project. In 2017, EESTech received notification from Samancor approving in principle the ferrochrome recycling and recovery project. Between 2017 and 2019, EESTech and Samancor engaged in discussions as to terms and conditions for the project deployment. Throughout the period between 2015 and 2019, EESTech’s process configurations underwent validation, including multiple sample processings, third party test analysis, and economic and technical feasibility appraisals.

Project Agreement

On February 21, 2019, Samancor and EESTech entered into a Ferrochrome Recovery from Slag Agreement (the “Samancor Agreement”). The scope of the Samancor Agreement is to recycle up to 10 million tonnes of ferrochrome slag waste at a Samancor ferrochrome smelting operations site in Emalahleni, South Africa located approximately 65 kilometers east of Pretoria. Over 12.5 million tonnes of ferrochrome slag waste is stockpiled at Samancor’s Emalahleni facility with approximately 1 million tonnes of ferrochrome fines stored in a slimes dam. Additionally, Samancor is producing over 300,000 tonnes of new horizons slag per year.

Under the Samancor Agreement, EESTech will install, commission, operate, and maintain a Waste Recycling and Reclamation Facility (the “Reclamation Facility”) to recycle the ferrochrome slag dump at Samancor’s Emalahleni site in order to produce a ferrochrome concentrate, reclaimed sand, and other sand-based materials. As designed by EESTech, the Reclamation Facility will have a capability of processing in excess of 1 million tonnes of ferrochrome slag waste per annum. The actual amount processed may be substantially less than that capability. The minimum amount of ferrochrome slag waste that Samancor is required to make available to EESTech is 10 million tonnes. However, the Samancor Agreement does not require EESTech to process 10 million tonnes of ferrochrome slag.

EESTech will own all materials processed at the Reclamation Facility. These materials will include chrome concentrate and post-process tailings sand. EESTech anticipates producing potentially five times as much post-process tailings sands as chrome concentrate.

The Samancor Agreement has a period of ten years, with a five-year extension option by EESTech subject to certain conditions.

Project Design

As contemplated by the Samancor Agreement, EESTech has designed a two-stage rollout plan to establish the Reclamation Facility project. Stage 1 will commence following construction and commissioning of the Reclamation Facility. Stage 2 is optional for EESTech to deploy. However, the ability and efficiencies of the Stage 2 option has the potential to significantly increase the commercial benefits to EESTech.

Stage 1 incorporates EESTech’s patent pending Reclamation Resource Recovery Process (the “R3 Process”), which represents a highly-efficient crushing and grinding process known as comminution, that maximizes the yield potential of targeted material from the recycling of process slag. This R3 Process capability incorporates extended service life 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 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.

In addition, 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. This sand product has been independently validated as a non-hazardous product with a NEMWA Class 4 “inert” material certification. This sand product is nontoxic and ecologically stable, making it environmentally sustainable and suitable for a number of downstream commercial applications. EESTech has trademarked and pre-marketed this sand product as ThermaSand.

Implementing Stage 2 of the project will be determined by EESTech upon the development completion of EESTech’s patent pending plasma over induction furnace – trademarked by EESTech as Inductosmelt Reduction Furnace (“IRF”) – to reduce metal-oxides into metal. Traditionally, the process of smelting non-conductive materials relies on low efficiency electric arc or blast furnaces. The IRF is significantly more cost-effective to build, own, and operate than traditional furnace technologies. EESTech intends to use the IRF for the primary smelting of chrome concentrate WRAM-ROX into ferrochrome. All ferrochrome produced by EESTech to specifications will be sold back to Samancor under the terms of the Samancor Agreement, as described below under “Project Revenue.”

In addition, utilizing the IRF in Stage 2, EESTech could further upgrade ThermaSand into spherical ceramic prills – trademarked by EESTech as ThermaPrills – for use as a metals casting sand.

Project Construction

EESTech has not commenced construction of the Reclamation Facility.

Since entering into the Samancor Agreement in 2019, key steps toward constructing the Reclamation Facility project have included the following:

In conjunction with Nautilus, EESTech has completed the project’s scope of works, identified and consolidated arrangements with equipment suppliers and service providers, finished a comprehensive process design review, and confirmed the logistics and supply chain for imported equipment and for freight to support the shipping of ThermaSand.

Over the next twelve months, EESTech’s plan of operations and significant steps for the project include:

Currently, the estimated target date for commissioning of the Samancor facility is the first quarter of 2025. EESTech will need to obtain project financing, as described below. An estimated 18-month project establishment period will commence after project financing is finalized. Global supply chain constraints could impact equipment supply lead times, which could result in a six to eight months over run to completion. Following deployment of Stage 1, EESTech anticipates that the optional deployment of Stage 2 could take an additional 24 months depending on the development completion of the IRF and the availability of sufficient power supply at the Reclamation Facility to support the IRF.

EESTech anticipates that construction and commissioning of the Reclamation Facility will cost approximately $50 million in project capital, of which $22 million is anticipated to be expended in the initial twelve months upon obtaining sufficient financing. The project costs are budgeted to include approximately: $16 million for process equipment; $11 million for construction, and site infrastructure and auxiliary equipment; $5 million for rail load out infrastructure; $6 million for electrical instrumentation and automation, and fit out; $5 million for site development and project management and engineering; and $7 million for working capital.

Stage 1 of the project will commence upon construction and commission of the Reclamation Facility. EESTech does not anticipate project revenues until the deployment of Stage 1.

Project Operations

Upon commissioning of the Reclamation Facility, EESTech will incur costs and expenses to operate and maintain the Reclamation Facility. The actual costs and expenses will depend on multiple variables including the stage of the Reclamation Facility, the amount of ferrochrome processed, the product demand, and other factors. EESTech anticipates that the Reclamation Facility may require as many of 100 employees over multiple shifts during full commercial operations. As budgeted by EESTech management, the annual costs and expenses of the Reclamation Facility in the initial years of commercial operations could include approximately: $4.8 million for slag screening and conveyance; $7.2 million for labor; $7.5 million for site levies and license fees; $4.6 million for consumables and tailing sand beneficiation; $5.2 million for utilities and maintenance; and $7.1 million for selling, general and administrative expenses. These estimated costs and expenses also are based on a number of assumptions including the costs of labor, commodities, and the effects of regulation and taxes by governmental agencies.

The tax and regulations applicable to the Reclamation Facility include specific provisions due to the site’s South African location. South Africa imposes a carbon emissions tax on certain business activities at a rate currently of Rand 144 per tonne (approximately US$9 per tonne). Businesses in South Africa also are subject to its Black Economic Empowerment Regulations, which generally require either that 26% of locally-registered operating companies to be black-owned or that multinational companies pay a Black Economic Empowerment levy of up to 4% of revenues.

Project Revenue

Because the Reclamation Facility has not yet been constructed, EESTech has not realized revenue attributable to the Samancor Agreement. EESTech’s ability and the timing to generate revenues from the Samancor Agreement is uncertain and will depend on multiple variables including those described above regarding the Reclamation Facility’s project financing, project construction, project stage, and product demand.

Upon construction of the Reclamation Facility and commencement of Stage 1, EESTech anticipates initial revenue from two saleable products: a) beneficiated chrome concentrate in the form of WRAM-ROX, and b) beneficiated tailings sand in the form of ThermaSand.

With the chrome concentrate processed by the Reclamation Facility, EESTech could realize two potential revenue streams depending on the stage of the project. In Stage 1, EESTech potentially could sell the beneficiated chrome concentrate WRAM-ROX to Samancor or to third parties. Alternatively in Stage 2, through the application of the IRF, EESTech will sell the ferrochrome metal to Samancor pursuant to the Samancor Agreement.

For beneficiated chrome concentrate WRAM-ROX in Stage 1, EESTech anticipates selling the product at negotiated prices depending on demand. Based upon discussions with Samancor and given the on-site location of the Reclamation Facility, EESTech believes that Samancor could offtake the beneficiated chrome concentrate to use as a sweetener for Samancor’s furnace feedstock. Under the Samancor Agreement, EESTech is not required to sell, and Samancor is not required to buy, beneficiated chrome concentrate. However, EESTech anticipates entering into a chrome concentrate offtake arrangement with Samancor for a significant portion of the beneficiated chrome concentrate. If it buys the beneficiated chrome concentrate, Samancor will be able pick up the product from the gate of the Reclamation Facility.

For any chrome concentrate not taken by Samancor, EESTech is permitted under the terms of the Samancor Agreement to store up to 1 million tonnes of chrome concentrate on-site at Samancor’s Emalahleni facility. EESTech also may sell beneficiated chrome concentrate WRAM-ROX to third parties at market prices. EESTech intends to pay a royalty of 7.5% to Samancor for any sales of beneficiated chrome concentrate to third parties pursuant to the Samancor Agreement. EESTech expects that third party buyers of WRAM-ROX will be located primarily in South Africa. As such, EESTech anticipates that third parties also will take delivery at the gate of the Reclamation Facility.

Alternatively in Stage 2, if the chrome concentrate WRAM-ROX processed in the Reclamation Facility is smelted in EESTech’s IRF to ferrochrome metal that meets Samancor’s upgrade specifications, EESTech will sell the product to Samancor at a wholesale price calculated by reference to the spot market price and a further discount. Specifically, the Samancor Agreement provides that the spot market price will be determined at 10% less than the previous calendar month’s China High Carbon 49% to 70% Chrome imports monthly average listed price as published by CRU International Ltd (“CRU”) with pricing fixed and firm on a Cost, Insurance and Freight (“CIF”) basis. The discount under the terms of the Samancor Agreement varies based upon the spot market price, but contains a price floor based upon a spot market price determination of approximately $1,200 per tonne. As a result, even if the spot market price as determined by the Samancor Agreements drops below $1,200 per tonne, EESTech will be able to sell the upgraded chrome concentrate product to Samancor at no less than the agreed upon minimum price.

With the post-process tailings sand processed by the Reclamation Facility, EESTech intends to beneficiate the tailings sand into ThermaSand as described under “Project Design” above. EESTech has engaged in discussions with foundry suppliers and associations about the potential market for ThermaSand. Based on these discussions as well as EESTech management’s industry knowledge and experience, EESTech believes that ThermaSand potentially can be a replacement for olivine foundry sand in many applications and for chromite foundry sand in some applications. EESTech already has received a non-binding offtake commitment from a global supplier to the foundry and metal casting industry.

EESTech intends to deliver ThermaSand primarily via rail loading infrastructure from the Reclamation Facility at Samancor’s Emalahleni site to the nearest port in Maputa, Mozambique. From that shipping point, suppliers and other buyers will take delivery “freight on board” (FOB) of ThermaSand. EESTech also may enter into other arrangements to deliver ThermaSand to third parties with the terms of delivery subject to negotiation, including as to shipping, insurance, freight, and related transportation costs.

There can be no assurance that a market will develop for the chrome concentrate and beneficiated tailings sands produced by EESTech at the Reclamation Facility. There also is no assurance that potential suppliers and buyers will value the chrome concentrate and beneficiated tailings sands products at similar prices as potentially comparable commodities. The market price of commodities, including ferrochrome and foundry sand, varies according to market supply and demand conditions. Ferrochrome demand in particular is tied to demand for stainless steel, which comprises approximately 18% ferrochrome. The price of commodities is subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, contingencies and risks, all of which are difficult to predict and many of which are beyond the control of any person, organization, or country.

Sasol

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 at that time.

In 2021, EESTech again was invited to propose a fine coal agglomeration solution to recover what is presently deemed discard coal fines. Sasol 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. The engagement by Sasol involved two work orders to EESTech,

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 tonne 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 tonnes 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 partnering with Sasol for the utilization and market deployment of other EESTech waste management / emissions reduction technologies. Completion of negotiations and announcements are anticipated mid 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.

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 ThermaPrills 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.

Hybrid Coal Gas Turbine (HCGT)

EESTech believes that its HCGT represents a significant initiative in the battle against climate change.

Billions of tonnes 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: current status; ownership and IP management; and future strategy.

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 trademarks. 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:	Expiry date:
Patent:	PCTIB2022/055499	Improved hybrid smelting system	15.06.21	15.06.41
	PCT/IB2022/056395	Method and system for the remediation of spent pot liners	03.12.21	03.12.41
	PCT/IB2022/056624	Method and system for beneficiation	17.12.21	17.12.41
	GB2210223.0	Method and system for thermal SPL beneficiation	12.07.22	12.07.42
Trademarks:   Registered trademarks	NZ 1077578	Inductosmelt®	04.10.17	04.10.27
	EU 018694714	®	28.04.22	28.04.32
Unregistered trade marks		ThermaSand™ ThermaPrills™	N/A N/A	Indefinite Indefinite
		WRAM-ROX™ R3 Process™ Delta-E™	N/A N/A N/A	Indefinite Indefinite Indefinite

Table 1: Summary of EESTech patents and trade marks

 Table 2: Summary of EESTech copyright works and design

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.

Future 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.

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 informally 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 members have no formal duties, but have agreed to provide consulting services to our management on an as-needed basis. The Advisory Board members are appointed on renewable two year terms. For the provisioning of consulting services to the Company, the Advisory Board members are compensated with an annual assignment of 25,000 shares of common stock of the Company.

The members of the Advisory Board currently consist of:

Additional information about the Advisory Board 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 $35.8 million as of December 31, 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 first generated revenue in 2021 but these revenues were minimal. In 2022, we generated additional revenue from the step up in the trials but it was still minimal overall. 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.

If we are unable to construct a waste facility for Samancor, our business, financial condition, and results of operations will be materially adversely affected.

Our success is dependent, in part, upon our project to recycle process slag waste for Samancor. Delivering the terms under the 10-year agreement we entered into in 2019 with Samancor currently represents our largest commercial opportunity and the primary focus of our business. We cannot assure you that we will be able to obtain project financing for or will complete the construction of a waste facility for Samancor, or that such financing or construction will be achieved in a timely manner or at a sufficient size. If we are unable to execute on the Samancor project, and if we are unable to generate revenues from other customers or through our technologies under current or future development, our business, financial condition, and results of operations will be materially adversely affected.

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 expenses and 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:

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:

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.

As of February 28, 2023, our directors and executive officers beneficially owned 15.9% 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:

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, South Africa’s Samancor Chrome Limited, one of the world’s largest integrated ferro-chrome (FeCr) producers 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. While this trial was extended in July 2022, 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. To date, the primary impact of COVID-19 experienced by the Company was a delay in the Environmental Impact Assessment (EIA) for the Samancor project completion and approval, which took more than one year rather than the typical few months. The potential for any future 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 its 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 may create 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. However, the Company has extended expected delivery timelines within its scope of works and construction timeframes to offset the possible impact of any future delays.

Results of Operations

The following table summarizes our results of operations:

Year Ended December 31, 2022 compared to Year Ended December 31, 2021

Net Loss. Our net loss for the fiscal years ended December 31, 2022 and 2021 were $1,182,039 and $1,428,999 respectively. The main reason for the reduction in loss for the year ended December 31, 2022 is due to the increase in revenue from $52,554 for the year ended December 31, 2021 to $296,229 for the year ended December 31, 2022, an increase of $243,675. This increase is due to the work on the trial with Sasol which started only in the third quarter of 2021 but continued throughout the year ended December 31, 2022.

General Administrative Expenses. Our general administrative expenses for the years ended December 2022 and 2021 were $1,477,750 and $1,482,015 respectively, a decrease of $4,265 or 0.29%. The decrease is primarily due to:

Liquidity and Capital Resources

As of December 31, 2022, the Company had a cash balance of $642,456 ($416,811 at December 31, 2021).

Cash Used in Operating Activities

Net cash used in operating activities for the years ended December 31, 2022, and 2021, were as follows:

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 years ended December 31, 2022, and 2021, were as follows:

All of the cash used in investing activities in 2021 and 2022 related to the purchase of fixed assets.

Cash Flow from Financing Activities

Net cash used in financing activities for the years ended December 31, 2022, and 2021, were as follows:

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 project and any future Sasol project through both debt and issuance of equity capital. 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 anticipates that full commissioning of the planned waste facility for the Samancor project will cost approximately $50 million, of which $22 million is anticipated to be expended in the initial twelve months upon obtaining sufficient financing. The project costs are budgeted to include approximately: $16 million for process equipment; $11 million for construction, and site infrastructure and auxiliary equipment; $5 million for rail load out infrastructure; $6 million for electrical instrumentation and automation, and fit out; $5 million for site development and project management and engineering; and $7 million for working capital. The Company currently is in discussions with various investment sources and partners to finance the Samancor project. Although there can no assurance as to the financing availability or composition, the Company currently anticipates (a) $35 million of the project to be sourced through debt financing with terms of repayment based in part upon cash flows from the facility upon its completion, and (b) $15 million to be sourced from one or more project partners, through which a locally-owned businesses in South Africa will provide such financing in exchange for entering into service agreements related to the construction or operation of the facility. To the extent that the Company is unable to obtain the full $50 million as planned, the Company will evaluate constructing a facility on a smaller scale based upon a smaller amount of financing. Upon completion and operation of a smaller facility, the Company expects that it will be able to demonstrate performance and generate cash flows to expand the facility within the 10-year term of the Samancor agreement.

The Company currently intends to deploy its IRF technology upon completion of the Samancor project facility. The Company expects that the IRF deployment will be funded through positive cash flows generated from the reclamation and sale of chrome concentrate from Samancor’s slag dumps. Additional deployments of the Company’s IRF technology will be funded by additional potential customer projects in the future.

The Company’s preliminary work for Sasol has been financed directly by Sasol to date. The amount and source of financing for any future project for Sasol will depend on the nature and scope of any related commercial agreement with Sasol.

The Company also believes its capital requirements will be met through:

In addition, the Company intends to offer its services through these two financing models:

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 with Samancor in 2019 and having completed a number of commercial work orders for its services with Sasol as the parties continue to work on pre-contract trials. The Company expects in the near future it 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 will be changing its registered office by April 2023 to 16 Manning Street, South Brisbane, Queensland 4101 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 February 28, 2023, 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. As of February 28, 2023, there were 273,439,914 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.

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:

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, 2022. 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 and A$1 to US$0.6947 for the year ended December 31, 2022.

Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-end

As of the year ended December 31, 2022, the Company’s executive officers did not hold any shares of our common stock that had not vested. In addition, during the year ended December 31, 2022, the Company did not issue, and the executive officers do not hold, options for shares of our common stock. The Company has not adopted an equity incentive plan. 

Director Compensation

The following table sets forth the compensation earned or awarded to each director who served on the Board of Directors in 2022. 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$0.6947 for the year ended December 31, 2022.

Item 7. Certain Relationships and Related Transactions and Director Independence.

Since January 1, 2021, 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.

Shareholders

As of December 31, 2022, there were 515 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:

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 February 28, 2023, there were 273,439,914 shares of our common stock issued and outstanding held of record by 515 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:

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

Among other things, our amended and restated certificate of incorporation as currently in effect and our by-laws, as will be in effect upon the effective date of this registration statement:

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 Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093.

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

+ 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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended, 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

March 15, 2023

EESTECH, INC. AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

EESTech, Inc Consolidated Financial Statements for the Years Ended 31 December 2022 and 2021

Consolidated Balance Sheets as at 31 December 2022 and 2021

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 2022 and 2021

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 2022 and 2021

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 2022 and 2021