Toronto, Ontario–(Newsfile Corp. – June 5, 2020) – Crypto KABN Holdings Inc. (“CK“) announced today that on June 4, 2020, KABN Systems NA Holdings Corp. (formerly Torino Power Systems Inc.) (CSE: TPS) (“KABN North America“) and KABN Systems North America Inc. (“KABN Inc.”) completed the previously announced business combination (the “Business Combination“). The Business Combination was completed by way of a three-cornered amalgamation (the “Amalgamation“), pursuant to which the KABN North America acquired all of the issued and outstanding shares of KABN Inc. (the “KABN Shares“) and issued one common share of KABN North America (“Common Shares“) to KABN Inc. shareholders in exchange for each issued and outstanding KABN Share (the “Share Exchange“). As a result of the Share Exchange, CK acquired beneficial ownership and control of 12,500,000 Common Shares (the “Acquired Shares“). As David Lucatch (“DL“) is a significant shareholder of CK, CK may be considered a joint actor with DL. In the Share Exchange, DL acquired beneficial ownership and control of 13,575,000 Common Shares (the “DL Acquired Shares“). DL also has beneficial ownership of 800,000 Common Shares (the “DL Acquired Underlying Shares“) that are issuable upon exercise of (a) 200,0000 KABN Inc. warrants that are now exercisable into Common Shares, and (b) 600,0000 KABN Inc. options that are now exercisable into Common Shares. CK may be considered to beneficially own the DL Acquired Shares and DL Acquired Underlying Shares if CK is a joint actor with DL. CK’s 12,500,000 Common Shares represent approximately 19.0% of KABN North America’s issued and outstanding Common Shares after the Business Combination, on an undiluted basis. Including the DL Acquired Shares, CK’s 26,075,000 Common Shares represent approximately 39.7% of KABN North America’s issued and outstanding Common Shares after the Business Combination, on an undiluted basis, and including and assuming conversion of the DL Acquired Underlying Shares, approximately 40.4% of KABN North America’s issued and outstanding Common Shares, on a partially diluted basis.
The head office of KABN North America is located at 1-7357 Woodbine Avenue, Suite 605, Markham, Ontario, L3R 6L3.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on KABN North America’s SEDAR profile or by contacting CK, tel: 647-725-7742.
Chief Executive Officer
647-725-7742 Ext. 700
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