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Form 62-103F1
REQUIRED DISCLOSURE UNDER THE EARLY WARNING REQUIREMENTS
Item 1 – Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
This report relates to the common shares in the capital of PowerBand Solutions Inc. (the “Issuer”).
PowerBand Solutions Inc.
3385 Harvester Road, Suite 225 Burlington, Ontario
L7N 3N2
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
The transaction giving rise to this report was the completion of a CDN $8,044,908 subscription, by way of private placement which closed on June 22, 2022 (the “Offering”), made by Hunt Investments Trust No. 2 (the “Trust”) for 26,816,360 units of the Issuer at a price of $0.30 per unit, and a debt settlement to D2D Auto Action LLC, a joint venture owned 50% by the Issuer and 50% by J. Bryan Hunt Jr., for the issuance of 15,113,640 Units to the Trust at a deemed price of $0.30 per Unit, for an aggregate of 41,930,000 Units issued to the Trust.
Item 2 – Identity of the Acquiror
2.1 State the name and address of the acquiror.
Hunt Investments Trust No. 2 (the “Acquiror”) 2369 Ivey Lane
Springdale, Arkansas
72764
2.2 State the date of the transaction or other occurrence that triggered the requirement to file
this report and briefly describe the transaction or other occurrence.
The closing of the transactions on June 22, 2022 resulted in, among other things, the issuance by the Issuer of an aggregate of 26,816,360 units to Hunt Investments Trust No. 2 at a price of CDN$0.30 per unit (each unit consisting of one common share and one warrant of the Issuer, each warrant exercisable for one additional common share at an exercise price of CAD$0.40 for a period of 60 months), and the issuance of 15,113,640 Units pursuant to a debt settlement to D2D Auto Action LLC, a joint venture owned 50% by the Issuer and 50% by J. Bryan Hunt Jr., at a deemed price of $0.30 per Unit to the Trust for an aggregate of 41,930,000 Units (consisting of 41,930,000 common shares and 41,930,000 warrants) issued to the Trust, which along with the 10,716,800 common shares already held by J Bryan Hunt Jr., represents 18.88% of the issued and outstanding common shares of the Issuer on an undiluted basis.
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2.3 State the names of any joint actors.
J. Bryan Hunt Jr.
Item 3 – Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror’s securityholding percentage in the class of securities.
Mr. Hunt previously held 10,716,800 common shares of the Company, or 5.31% of the issued and outstanding common shares of the Company. On closing of the Offering, Mr. Hunt acquired control (through the Trust) of an aggregate of 41,930,000 common shares of the Issuer, for a total of 52,646,800 common shares, representing approximately 18.88% of the total issued and outstanding common shares of the Issuer.
3.2
have control over, the securities that triggered the requirement to file the report.
State whether the acquiror acquired or disposed ownership of, or acquired or ceased to
The Acquiror acquired 41,930,000 common shares of the Issuer, which triggered the requirement to file this report.
3.3 If the transaction involved a securities lending arrangement, state that fact.
N/A
3.4 State the designation and number or principal amount of securities and the acquiror’s
securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.
See item 3.1 above.
3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which
(a) the acquiror, either alone or together with any joint actors, has ownership and control,
See Item 3.1 above.
(b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and
N/A
(c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
N/A
3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which
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disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.
N/A
3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
N/A
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
N/A
3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
N/A
Item 4 – Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
See Item 1.2 above.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.
See Item 4.1 above.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.
See Item 4.1 above.
Item 5 – Purpose of the Transaction
State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
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(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting issuer; (f) a material change in the reporting issuer’s business or corporate structure;
(g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; (j) a solicitation of proxies from securityholders;
(k) an action similar to any of those enumerated above.
The Acquiror has a long-term view of the investment and may acquire additional Common Shares either on the open market or through private acquisitions or sell the Common Shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
The Acquiror currently has no other plans or intentions that relate to, or would result in the matters listed in the clauses (a) to (k) of Item 5 above. Depending on market conditions, general economic and industry conditions, the Corporation’s business and financial condition and/or other relevant factors, the Acquiror may develop such plan or intentions in the future.
Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power
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over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
N/A
Item 7 – Change in material fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.
N/A
Item 8 – Exemption
If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
N/A
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Item 9 – Certification
I, as the acquiror, certify, or I, as the agent filing the report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
Date: June 27, 2022
Hunt Investments Trust No. 2
(signed “J. Bryan Hunt Jr.”
J. Bryan Hunt Jr.
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