Kontrol Technologies Announces New Intended Normal Course Tender Offer Via NEO Exchange

TORONTO–(BUSINESS WIRE)–Control Technologies Corp. (NEO: KNR) (OTCQB: KNRLF) (FSE: 1K8) (“Control“or the”Company” ,ORCN“) Kontrol common stock repurchase program through the facilities of the NEO Exchange (“NEO”) and/or alternative trading systems.

The tender offer has been approved by Kontrol’s board of directors and accepted by NEO and will be executed in accordance with the applicable rules and policies of NEO and any applicable Canadian securities laws. Pursuant to the tender offer, Kontrol may purchase, from time to time, over a 12-month period beginning on August 8, 2022 and ending on August 7, 2023, up to 2,431,898 common shares (or approximately 5% of the 48,637,969 issued and outstanding common shares of the Company as of July 29, 2022). On any given day during the tender offer, Kontrol may only purchase up to 20,609 shares of common stock, which equates to 25% of the average daily trading volume of 82,436 calculated based on trading volumes at of the last 6 months and may purchase once per calendar week, in a block transaction, a greater number of common shares.

Purchases under the tender offer may begin on August 8, 2022 and will end on the earliest of the following dates: (i) August 7, 2023; or (ii) the date on which Kontrol purchased the maximum number of common shares to be acquired pursuant to the issuer bid. All purchases made will be made through the selected buying member, PI Financial Corporation, acting on behalf of Kontrol. Purchases will be made in accordance with ONEM’s rules, through ONEM’s facilities or through alternative trading systems. The actual number of common shares that will be purchased, the timing of such purchases, and the price at which common shares will be purchased by Kontrol will be aligned with the rules and policies of the NEO Listing Manual. The common shares purchased pursuant to the issuer bid will be cancelled.

Under its prior issuer bid which commenced on June 4, 2021 and expired on June 4, 2022, Kontrol had sought and obtained the Named Executive Officer’s approval to purchase up to 2,102,885 common shares . As of July 24, 2022, Kontrol has purchased 82,600 shares of common stock under its previous public tender offer through open market purchases on the NEO at a weighted average price of $1.27.

Kontrol’s Board of Directors believes that the market price of Kontrol’s common stock may, from time to time, not reflect the underlying value of Kontrol, in particular its growth opportunities, and that the proposed purchase of his common stock is in Kontrol’s best interest and represents an appropriate use of company funds. It is expected that any purchase made by Kontrol could also increase value and liquidity for its shareholders.

Control Technologies Corp.

Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides solutions and services to its customers to improve energy management, continuously monitor emissions and accelerate the sustainability of all buildings.

Additional information about Kontrol Technologies Corp. are available on its website at www.kontrolcorp.com and by consulting its profile on SEDAR at www.sedar.com

Neither IIROC nor any stock exchange or other securities authority accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements

This press release contains “forward-looking information” within the meaning of applicable securities laws. Any statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some instances, forward-looking information may be identified by words or phrases such as “may”, “will”, “expect”, “probable”, “should”, “should”, “expect”, ” anticipates”, “intends”, “potential”, “proposed”, “estimates”, “believes” or the negative form of these terms, or other similar words, phrases and grammatical variations, or statements that certain events or conditions “may” or “will” occur, or through discussions of strategy. Forward-looking information in this press release includes, but is not limited to, the following: future testing that will be performed by Kontrol on its products; the future success of one of Kontrol’s products; and customer demand for air and water quality testing products.

Where Kontrol expresses or implies an expectation or belief about future events or results, such expectation or belief is based on assumptions made in good faith and believed to be reasonably valid. These assumptions include, but are not limited to, that sufficient capital will be available to the Company; that future tests can be performed as planned; that the technology will be as effective as expected; that existing relationships and contracts entered into by the Company will continue on the same or similar terms, or not at all; and that demand will continue for air or water quality monitoring products and for the Company’s products in particular.

However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. These risks include, but are not limited to, that sufficient capital and financing may not be obtained on reasonable terms, if at all; that the Company’s technologies will not prove as effective as expected; that customers and potential customers will not accept the Company’s offering of products and services as expected and/or that demand for such products and services will not continue; that the Company’s test results will not be replicated in the future or that future tests will not be performed; that the Company will not maintain its existing relationships or contracts on the same terms or at all; and governmental and regulatory factors impacting the energy conservation industry.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as of the date hereof and are based on management’s beliefs, estimates, expectations and opinions as of such date. Kontrol undertakes no obligation to publicly update or revise these forward-looking statements or any forward-looking statements contained in any other documents, whether as a result of new information, future events or otherwise, or to explain any differences material between subsequent actual events. and such forward-looking information, except as required by applicable securities laws. Readers are cautioned to carefully consider these and other factors, uncertainties and potential events and not to place undue reliance on any forward-looking information.

Denise W. Whigham