VANCOUVER, British Columbia, Sept. 23, 2020 (GLOBE NEWSWIRE) — HIT Technologies Inc. (the “Company”; TSX.V: HIT) announces that, further to its previous news release on June 24, 2020 announcing an acquisition transaction (the “Acquisition”) with Carbeeza Ltd. (“Carbeeza”), the Company has now finalized the terms of its private placement (the “Financing”). Subject to applicable regulatory approval, the Financing will consist of the following:
- A non-brokered private placement of the Company (the “HIT Offering”), pursuant to which the Company will issue up to 1,250,000 units (the “HIT Units”) at a price of $0.16 per unit for gross proceeds of up to $200,000, with each such unit consisting of one pre-Consolidation (as defined herein) common share of the Company and one common share purchase warrant of the Company, with each such warrant entitling the holder to acquire one additional pre-Consolidation (as defined herein) common share of the Company at a price of $0.40 per share for a period of two years from issuance. As previously announced, as one of the closing conditions to the Acquisition, the Company will be completing a consolidation (the “Consolidation”) on a 2.5:1 basis on or before closing of the Acquisition. As such, following the completion of the Acquisition, the HIT Offering will result 500,000 post-Consolidation units at a post-Consolidation price of $0.40 each and 500,000 post-Consolidation warrants, with a post-Consolidation exercise price of $1.00 per warrant;
- A non-brokered private placement of Carbeeza, pursuant to which Carbeeza will issue up to 6,250,000 units for gross proceeds of up to $2,500,000, with each such unit consisting of one common share of Carbeeza and 1.1 common share purchase warrant of Carbeeza, with each whole warrant entitling the holder to acquire one additional common share of Carbeeza at a price of $1.00 per share for a period of two years from issuance. On closing of the Acquisition, the Carbeeza units will be exchanged for the units of the Company on a post-Acquisition basis, having the same terms as the HIT Units on a post-Acquisition basis; and
- A brokered private placement (the “Brokered Offering”), pursuant to which Carbeeza has engaged Canaccord Genuity Corp. (the “Agent”) to sell up to 5,000,000 subscription receipts (the “Subscription Receipts”) of Carbeeza at a price of $0.40 per Subscription Receipt for gross proceeds of up to $2,000,000 with an over-allotment option for an additional 750,000 Subscription Receipts for an additional gross proceeds of up to $300,000.
The proceeds from the Subscription Receipts pursuant to the Brokered Offering will be held in escrow pending the closing of the Acquisition among other things (the “Escrow Release Conditions”). On satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically convert, for no additional consideration, into a unit of the Company (an “SR Unit”) comprised of one post-Acquisition common share of the Company (a “Share”) and one non-transferable post-Acquisition share purchase warrant (a “Warrant”) of the Company, with each Warrant entitling the holder to purchase one additional Share at a price of $1.00 for a period of 24 months following such conversion.
The Agent has agreed to act as agent for the Brokered Offering on a commercially reasonable efforts basis. The Brokered Offering will be offered by way of private placement in all of the provinces of Canada and such other jurisdictions as the Company and the Agent may agree, pursuant to exemptions from the prospectus requirements under applicable securities laws.
The Agent will receive a commission equal to 8.0% of the gross proceeds from the Subscription Receipts sold under the Brokered Offering and a number of broker warrants (the “Broker Warrants”) equal to 8.0% of the number of Subscription Receipts sold under the Brokered Offering. Each Broker Warrant will be exercisable to purchase one unit of the Company on a post-Consolidation basis, which unit shall have the same terms as an SR Unit. Furthermore, Carbeeza has agreed to pay to the Agent a work fee in the amount of $30,000 plus taxes and reimbursement of certain expenses.
The Company plans to use the funds from the HIT Offering to fund the Acquisition, ongoing operations, and for general working capital purposes. Furthermore, it is anticipated that all of the proceeds from the Brokered Offering once released from escrow will be used to fund the post-Acquisition business of the Company. All securities of the Company issued in connection with the above transactions will be subject to a four-month statutory hold period and all securities of Carbeeza will be subject to an indefinite hold until the closing of the Acquisition. There may be certain finders’ fees in connection with a portion of the Financing subject to the policies of the Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS OF
HIT TECHNOLOGIES INC.
Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, anticipations, expectations, opinions, forecasts, projections, guidance or other similar statements that are not statements of fact. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are subject to certain risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.