Post by
Shwayjao on Mar 31, 2021 6:39pm
Gee-Whiz, Big Surprise (NOT)
Posted on March 29, 2021 (Sedar). Ya gotta love the last two lines on the "release". Bahahaha!
Hit Case and Carbeeza, catch them live on Yuk-Yuk's 2025 tour, playing their golden oldies.
HIT Technologies Announces Completion of Brokered Subscription Receipt Financing March 25, 2021 – HIT Technologies Inc. (the "Company"; TSX.V: HIT) is pleased to announce that Carbeeza Ltd. (“Carbeeza”), has completed its previously announced brokered private placement (the “Offering”) of subscription receipts. Under the Offering, Carbeeza issued an aggregate of 4,025,000 Subscription Receipts at a price of $0.40 each for aggregate gross proceeds of $1,610,000. Pursuant to the agency agreement dated March 25, 2021 among the Company, Carbeeza and Canaccord Genuity Corp. (the “Agent”), the Agent acted as the agent under the Offering. The proceeds from the Subscription Receipts will be held in escrow pursuant to a subscription receipt agreement dated March 25, 2021 by an escrow agent, pending the satisfaction of escrow release conditions (the “Release Conditions”) including all conditions precedent to the closing of the acquisition (the “Acquisition”) of Carbeeza by the Company among other things as previously announced. On satisfaction of the Release Conditions, each Subscription Receipt will automatically convert, for no additional consideration, into a unit of Carbeeza comprised of a common share of Carbeeza (a "Share") and one common share purchase warrant of Carbeeza (a “Warrant”), with each Warrant entitling the holder to purchase one Share at a price of $1.00 for a period of 24 months from such conversion. Upon the completion of the Acquisition, all of the then securities of Carbeeza will be exchanged for the securities of the Company on a post-Acquisition basis. In connection with the Offering, the Agent and its sub-agents received an aggregate of $64,400 in cash commission representing 50% of the cash commission payable under the Offering, with the balance of the cash commission to be released to the Agent on the satisfaction of the Release Conditions. Further, the Agent was issued an aggregate of 322,000 compensation options with each such option being exercisable by the holder to acquire one common share of Carbeeza and one share purchase warrant of Carbeeza at a price of $0.40 for a period of 24 months from issuance, which warrant shall have the same terms as the Warrants. On closing of the Acquisition, the Company plans to use the funds for post-Acquisition business of Carbeeza and for general working capital purposes. All securities issued under the Offering will be subject to an indefinite statutory hold period. Upon the completion of the Acquisition, it is contemplated that the securities of the Company issued in exchange for the securities of Carbeeza including those issued under the Offering will not be subject to any hold period. The Company continues to work to complete the Acquisition. Closing of the Acquisition remains subject to a number of conditions including due diligence, the entering into of definitive agreements, the completion of the financing, receipt of all required shareholder, regulatory and third party consents, including TSX Venture Exchange approval, and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the TSX Venture Exchange.