RE:News after market close today CARBEEZA INC. ("AUTO")
[formerly, HIT Technologies Inc., ("HIT")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered, Property-Asset or Share Disposition Agreement, Shares for Debt, Name Change and Consolidation, Resume Trading
BULLETIN DATE: July 12, 2021
TSX Venture Tier 2 Company
Reverse Takeover-Completed:
The TSX Venture Exchange (the "Exchange") has accepted for filing the Carbeeza Inc. (formerly, HIT Technologies Inc.) (the "Company") Reverse Takeover, which includes the following transactions:
Pursuant to an amalgamation agreement dated May 31, 2021, (the "Agreement"), the Company (formerly, HIT Technologies Inc.) has indirectly acquired all shares of Carbeeza Ltd. ("Carbeeza") in exchange for 40 million common shares of the Company at a deemed price of $0.40 per share for an aggregate deemed value of $16 million (excluding the concurrent financing of subscription receipts). Furthermore, an additional 6,220,000 common shares of Carbeeza and 6,220,000 warrants of Carbeeza, which had been issued pursuant to a non-brokered private placement of Carbeeza, were exchanged for those of the resulting issuer at a deemed price of $0.40 per share for an aggregate deemed value of $2,488,000.
For further information, refer to the Company's closing news release dated June 30, 2021 and i's information circular dated June 8, 2021 filed on SEDAR.
Private Placement Non-Brokered
In connection with the Reverse Takeover, Carbeeza (the target company) completed a brokered private placement by issuing 4,025,000 subscription receipts at $0.40 per subscription receipt, as applicable, for aggregate gross proceeds of $1,610,000. Each subscription receipt has automatically converted into shares and warrants of Carbeeza which were then exchanged for acquisition shares and warrants of the resulting issuer.
Property-Asset or Share Disposition Agreement
The Exchange has accepted for filing documentation relating to the arm's length disposition by the Company of all of its assets and liabilities, to Patrizia Carella, Fab Carella, Brian Kask, Milena Carella, Blind Ear Holdings Ltd., Kathi Vonbielaand Mauro Palumbo, (collectively, the "Creditors") pursuant to the terms of an assignment agreement dated May 31, 2021(the "Disposition Agreement"), to settle amounts owed by the Company to the Creditors totaling $2,755,052.18 as of the closing date.
The Company's disinterested shareholders previously approved the terms of the disposition, conditional upon the completion of the RTO, at a shareholder meeting held on Jun 29, 2021.
For further information, see the Information Circular and news releases dated May 31, 2021 and June 8, 2021, which are available under the Company's profile on SEDAR.
Shares for Debt
TSX Venture Exchange has accepted for filing the Company's proposal to issue 11 million post-Consolidation (as defined herein) shares to settle outstanding debt in the principal amount of $2,755,052.18.
| Number of Creditors: | 7 Creditors |
None of the Creditors are Insiders or members of the Pro Group.
For more information, please refer to the Company's closing news release dated June 30, 2021.
The Company's disinterested shareholders previously approved the terms of the debt settlement, conditional upon the completion of the RTO, at a shareholder meeting held on June 29, 2021.
Name Change and Consolidation:
The Company has consolidated its share capital on a 2.5 old for one 1 new basis (the "Consolidation") and the name of the Company has been changed to Carbeeza Inc. following the Company's continuation from BC to Alberta, as follows:.
Effective at the opening on Wednesday, July 14, 2021, the common shares of Carbeeza Inc. will be listed on the Exchange, and the common shares of HIT Technologies Inc. will be delisted. The Company is classified as a Tier 2 'technology' company.
| Capitalization: | Unlimited number of common shares with no par value of which |
| | 63,814,824 Shares are issued and outstanding |
| | Unlimited number of preferred shares with no par value, of which nil preferred shares are issued and outstanding |
| | |
| Escrow: | 39,441,500 common shares and 371,250 warrants will be subject to Tier 2 Surplus escrow |
| | 896,000 common shares will be subject to Tier 2 Value escrow |
| | |
| | |
| Transfer Agent: | Olympia Trust Company |
| | |
| Trading Symbol: | AUTO (new) |
| | |
| CUSIP Number: | 140772104 (new) |
| | |
| Issuer Contact: | Sandro Torrieri |
| Issuer Address: | Suite 620, 10180 101 Street |
| | Edmonton, Alberta |
| | T5J 3S4 |
| | |
| Issuer Phone Number: | 1-855-216-8802 |
| Issuer email: | sandroauto@carbeeza.com |
Resume Trading:
Effective at the opening on Wednesday July 14, 2021, the trading symbol for the Company will change from "HIT" to "AUTO" and the Company's shares will resume trading.