Toronto, Ontario--(Newsfile Corp. - March 12, 2021) - Cherry Street Capital Inc. (TSXV: CHSC.P) (the "Company" or "Cherry Street") is pleased to announce that it has received conditional acceptance of the TSX Venture Exchange (the "Exchange") for its proposed acquisition (the "Business Combination") of Tribe Property Technologies Inc. ("Tribe"). In accordance with the terms of the Business Combination, Tribe and the Company will combine their respective businesses by way of a "three-cornered" amalgamation in which a wholly-owned subsidiary of the Company will amalgamate with Tribe, following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. Following completion of the Business Combination, it is anticipated that the Company will change its name to "Tribe Property Technologies Inc." and it is the intention of the parties that the Company (the Company after the Business Combination being referred to herein as the "Resulting Issuer") will continue to carry on the business of Tribe.
In connection with completion of the Business Combination, Tribe has completed private placement financings (the "Financings") through the offering of 2,665,984 subscription receipts (each, a "Receipt") at a price of $5.00 per Receipt, for gross proceeds of $13,329,920. Proceeds of the Financings are being held in escrow pending completion of the Business Combination. Immediately prior to completion of the Business Combination, each Receipt will automatically be converted into one Tribe common share (each, a "Receipt Share").
Pursuant to the terms of the Business Combination, the holders of Tribe common shares (each, a "Tribe Share") (including the holders of Receipt Shares held by investors in the Financings) will receive one (1) Resulting Issuer common share in exchange for each outstanding Tribe Share. Prior to the closing of the Business Combination, it is expected that Tribe will have 15,529,257 Tribe Shares outstanding (including the Receipt Shares issuable on conversion of the Receipts). The Business Combination is anticipated to the close on March 15, 2021.
The Business Combination constitutes a "Qualifying Transaction" for the Company under Exchange Policy 2.4 - Capital Pool Companies. The Company has filed a filing statement on SEDAR (www.sedar.com), dated March 12, 2021, relating to the Business Combination (the "Filing Statement"). Readers are encouraged to review the Filing Statement, which provides detailed information about the Business Combination and the business of Tribe. The Company will issue a further news release announcing the closing of the Business Combination and the date on which trading in the common shares of the Company will resume on the Exchange. Trading in the common shares of the Company will remain halted pending completion of the Business Combination and issuance of the final Exchange approval bulletin.
Following completion of the Business Combination, it is anticipated that the Company will be listed on the Exchange as a Tier 1 Technology Issuer under the name "Tribe Property Technologies Inc." and the ticker symbol "TRBE".
Closing of the Business Combination remains subject to the satisfaction of customary closing conditions. There can be no assurance that the Business Combination will be completed as proposed or at all. Issuance of the final Exchange approval bulletin, and the resumption of trading on the Exchange, remains subject to the completing of customary filings required by the policies of the Exchange.
ABOUTTRIBE
Tribe is a property technology company that is disrupting the traditional property management industry. As a rapidly growing tech-forward property management company, Tribe's integrated service-technology delivery model serves the needs of a much wider variety of stakeholders than traditional service providers. Tribe seeks to acquire highly accretive targets in the fragmented North American property management industry and transform these businesses through streamlining and digitization of operations. Tribe's platform decreases customer acquisition costs, increases retention and allows for the addition of value-added products and services through the platform.
For further information, contact Rudy Cheddie at rudy@soroc.com.
For further information from Tribe, contact Joseph Nakhla at joseph.nakhla@tribetech.com.
On behalf of the Board,
Cherry Street Capital Inc.
Rudy Cheddie, Chief Executive Officer
Completion of the Business Combination is subject to a number of conditions, including but not limited to, TSXV acceptance. The Business Combination cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws regarding the Company and Tribe and their respective businesses, which may include, but are not limited to, statements with respect to the filing of the filing statement, the completion of the Business Combination, the terms on which the Business Combination is intended to be completed, future acquisitions by Tribe, prospective benefits of Tribe's platform, the ability to obtain regulatory and shareholder approvals and other factors. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, proposed success of Tribe's platform, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Company's and Tribe's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company and Tribe do not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
This press release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Company and Tribe have not registered and will not register the securities under the U.S. Securities Act. The Company and Tribe do not intend to engage in a public offering of their securities in the United States.
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