- Announced that they have entered into a definitive agreement dated January 13, 2020 with respect to the previously announced proposed reverse takeover of Torino Power by KABN North America
- Proposed Transaction will be structured as an amalgamation of KABN North America and a wholly-owned subsidiary of the Company whereby the shareholders of KABN North America will receive post-Consolidation common shares of the Company in exchange for their common shares of KABN North America
Toronto, Ontario–(January 14, 2020) – Â KABN Systems North America Inc. (“KABN North America“) and Torino Power Solutions Inc. (CSE: TPS) (the “Company” or “Torino Power“) are pleased to announce that they have entered into a definitive agreement (the “Definitive Agreement“) dated January 13, 2020 with respect to the previously announced proposed reverse takeover of Torino Power by KABN North America. The Definitive Agreement outlines the terms and conditions pursuant to which KABN North America and the Company will effect a business combination that will constitute a fundamental change of the Company and will result in a reverse takeover of the Company by the security holders of KABN North America (the “Proposed Transaction“). The Definitive Agreement was negotiated at arm’s length.
KABN North America is a Canadian FinTech company that specializes in
continuous online Identity Verification, Identity Management and
Monetization and is currently in development to launch a digital banking
and financial services platform. It is developing a financial services
platform in North America (the “KABN NA Platform“) that consists of:
-
KABN ID: a blockchain and biometrically based,
patent-pending, EU General Data Protection Regulations (GDPR) compliant,
“always on” ID validation and verification process at its core.
-
KABN Card: new types of financial and related
services through a payment card-approved, digital currency-linked
prepaid card and mobile banking wallet program for a variety of digital
currencies and multi-currency fiat transactions.
-
KABN KASH: a robust loyalty and customer engagement platform.
KABN North America is the exclusive licensee in Canada and the United States of America of the intellectual property (the “Licensed IP“)
that is comprised in the KABN ID, KABN Card and KABN KASH programs.
KABN North America’s key shareholders are KABN (Gibraltar) Limited and
Crypto KABN Holdings Inc. of Vancouver, British Columbia, Canada, which
are the licensors of the Licensed IP.
Summary of the Transaction
The Proposed Transaction will be structured as an amalgamation of
KABN North America and a wholly-owned subsidiary of the Company whereby
the shareholders of KABN North America will receive post-Consolidation
common shares of the Company (“Torino Shares“) in exchange for their common shares of KABN North America (“KABN Shares“).
Completion of the Proposed Transaction is subject to a number of
conditions, including receipt of all necessary shareholder and
regulatory approvals, including approval of the existing shareholders of
the Company, and conditional approval of the Canadian Securities
Exchange (the “CSE“) for the listing of the common shares of the resulting issuer (the “Resulting Issuer“) following completion of the Proposed Transaction.
In connection with the Proposed Transaction, the Company will be
required to, among other things: (i) change its name to a name requested
by KABN North America and acceptable to applicable regulatory
authorities (the “Name Change“), (ii) consolidate its
outstanding Torino Shares on a basis of ten old Torino Shares for one
post-Consolidation Torino Share (the “Consolidation“)
and (iii) replace certain directors and officers of the Company on
closing of the Proposed Transaction with nominees of KABN North America.
Management and Board of the Resulting Issuer
Upon completion of the Proposed Transaction, it is anticipated that
the persons identified below will serve as directors and officers of the
Resulting Issuer:
Houssam (Sam) Kawtharani – Director
Mr. Kawtharani is a director of KABN North America and the co-founder
of Corl Financial Technologies Inc., a fintech that offers data-driven
growth capital to startups. Prior to co-founding Corl Financial
Technologies Inc. Mr. Kawtharani was the Head of Product at IOU
Financial Inc., a publicly-listed online lender, where he supported the
company in originating over $500 million in loans across the United
States of America and Canada through continuous product development and
innovation Mr. Kawtharani is also the founder and director of Sam Kay
Consultancy Inc. o/a FinBlox Labs, a fintech and blockchain advisory
services firm for startups, enterprises and financial institutions. Mr.
Kawtharani is also currently an advisor at KABN, AuBit International,
EzyStayz Holiday Rentals Pty Ltd., OmniPsarx PBC and Trusted Inc.
Holdings Limited. Mr. Kawtharani has a Bachelor of Science in computer
science and business administration from the American University of
Beirut and a Masters in Engineering from Concordia University.
Benjamin Kessler – Director, Interim Chief Executive Officer
Mr. Kessler has over 20 years of account management, business
development, marketing and partnership experience in the financial
services sector. Mr. Kessler is currently Chief Executive Officer and a
director of KABN North America, as well as Chief Executive Officer of
KABN (Gibraltar) Limited. Most recently, Mr. Kessler served as Managing
Director, Payments Solution Group – Banc of California from January 2016
to 2017. Prior to that, Mr. Kessler served as Vice President, Global
Account Management at Earthport North America TLC from 2013 to 2015. Mr.
Kessler has also served as Vice President, Emerging Verticals at
Mastercard Worldwide from 2006 to 2011. Mr. Kessler has a Bachelor of
Arts degree from Brandeis University and a Master of Business
Administration from the New York University Stern School of Management.
David Lucatch – Director, President
Mr. Lucatch has more than 30 years inventing technology and business
solutions in the international marketing arena and over 20 years of that
developing and taking to market internet and mobile based platforms.
Mr. Lucatch has held senior management posts and directorships at both
private and public media and technology firms and is currently President
and a director of KABN North America. Mr. Lucatch has a Bachelor of
Arts degree with a double major in commerce and economics from the
University of Toronto.
J. Patrick Mesina – Director
Mr. Mesina is currently a director of the Company, KABN North America
and Cortland Credit Group Inc., as well as a director and audit
committee member of TSX Venture Exchange-listed Brockton Ventures Inc.
Mr. Mesina presently works as a director with a Canadian based
institutional investment firm, Cortland Credit Group Inc. Mr. Mesina had
served as Vice President with a Toronto based institutional investment
firm AIP Private Capital Inc. from March 2012 to September 2017. Since
September 2017 he has been a consultant for several companies, including
Vive Crop Protection Inc. and Northern Lights Partners Inc. Mr. Mesina
has an Honours Bachelor of Arts degree in economics and political
science from the University of Toronto.
Craig McCannell – Interim Chief Financial Officer
Mr. McCannell is currently the Chief Financial Officer of KABN North
America, Chief Executive Officer of KABN (Gibraltar) Limited, and the
Chief Financial Officer of Pegasus Fintech Canada Inc., a full service
blockchain, technology and growth accelerator advisory firm. Mr.
McCannell had served as Chief Financial Officer at two publicly traded
companies and was a senior manager at Ernst & Young LLP. Mr.
McCannell has an Honours Bachelor of Business Administration from
Wilfred Laurier University and obtained his Certified Professional
Accountant (Chartered Accountant) designation in 2002.
Ravinder Mlait – Director
Mr. Mlait has served as director of the Company since February 2015
and Chief Executive Officer of the Company since December 2015. From
December 2013 to present, Mr. Mlait has served as Chief Executive
Officer of Cannabix Technologies Inc., an early stage technology company
listed on the CSE. Mr. Mlait has served as director and officer of
Brockton Ventures Inc., a capital pool company listed on the TSX Venture
Exchange since February 22, 2018. From June 2010 to present, Mr. Mlait
has served as Chief Executive Officer and President of Rockland Minerals
Corp., a mineral exploration company listed on the TSX Venture
Exchange. Mr. Mlait obtained a Bachelor of Arts degree (Economics) from
Simon Fraser University in 1999 and obtained his Masters of Business
Administration from Royal Roads University in Victoria, British Columbia
in 2010.
Torino Shareholder Meeting
It is anticipated that a special shareholder meeting of the Company (the “Special Meeting“)
will take place in Q1 of 2020 to approve, among other matters: (i) a
special resolution authorizing the Name Change; and (ii) an ordinary
resolution authorizing the fundamental change of the Company resulting
from the Proposed Transaction. Assuming completion of a contemplated
private placement of approximately 13 million shares by KABN North
America prior to completion of the Proposed Transaction, the
shareholders of Torino Power following the Proposed Transaction will
hold approximately 9.3% of the shares of the Resulting Issuer and the
shareholders of KABN North America will hold approximately 90.7% of the
shares of the Resulting Issuer.
Other Conditions Precedent
Other conditions to completion of the Proposed Transaction include, but are not limited to:
- The representations and warranties being true and correct in all
material respects as of the closing of the Proposed Transaction.
- No material adverse change prior to completion of the Proposed Transaction.
- The Company not having undertaken any business, other than in
connection with the completion of the Proposed Transaction, from and
after November 21, 2019.
- Conditional approval by the CSE of the listing of post-Consolidation Torino Shares.
- Cancellation of the stock options of the Company held by certain
officers and directors (and former officers and directors) of the
Company.
- Resignation of certain directors and officers of the Company and its
subsidiaries without payment by or any liability to the Company, its
subsidiary and KABN North America.
- KABN North America having raised aggregate gross proceeds of at
least $750,000 prior to and in connection with the Proposed Transaction
through issuances of KABN Shares and share purchase warrants to purchase
KABN Shares.
- No order or decree restraining the Proposed Transaction.
Termination Rights
The Definitive Agreement may, with certain exceptions, be terminated prior to the closing of the Proposed Transaction:
- by mutual consent of TPS, its subsidiary and KABN North America;
- by a party if a condition in its favour or a mutual condition is not satisfied by April 30, 2020;
- by the Company or KABN North America if:
- there has been a breach of any of the representations, warranties,
covenants and agreements on the part of the other party, which breach
has or is likely to result in the failure of the conditions precedent
set out in the Definitive Agreement and is not cured within ten business
days following receipt by the breaching party of written notice of such
breach by the non-breaching party;
- any permanent order or decree preventing the consummation of the Proposed Transaction has become final and non-appealable;
- the other party (or the board of directors or any committee of such
party) withdraws or modifies in a manner adverse to the initial party
its approval of the Definitive Agreement or its recommendation to
shareholders to vote in favour of the resolutions necessary to the
completion of the Proposed Transaction; or
- the Proposed Transaction is not completed by April 30, 2020.
Trading Halt
Trading in the Torino Shares will remain halted until all the
requirements of the CSE have been met and the resumption of trading is
approved by the CSE.
For more information, please visit www.torinopower.com or contact Bryan Loree at 604-808-2225 or [email protected].
On behalf of the Board of Directors of Torino
“Rav Mlait”
CEO and Director
Torino Power Solutions Inc.
On behalf of the Board of Directors of KABN North America
“David Lucatch”
President and Director
KABN Systems North America Inc.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
As noted above, completion of the Proposed Transaction is subject
to a number of conditions. The Proposed Transaction cannot close until
the required shareholder approval is obtained in respect of the
applicable matters. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all. Investors are
cautioned that, except as disclosed in the management information
circular or listing statement of the Company to be prepared in
connection with the Proposed Transaction, any information released or
received with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of
Torino should be considered highly speculative.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities under the KABN Financing
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities
laws or an exemption from such registration is available.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information”
within the meaning of applicable Canadian securities legislation and may
also contain statements that may constitute “forward-looking
statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Such
forward-looking information and forward-looking statements are not
representative of historical facts or information or current condition,
but instead represent only the Company’s beliefs regarding future
events, plans or objectives, many of which, by their nature, are
inherently uncertain and outside of the Company’s control. Generally,
such forward-looking information or forward-looking statements can be
identified by the use of forward-looking terminology such as “plans”,
“expects” or “does not expect”, “is expected”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases or
may contain statements that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “will continue”, “will
occur” or “will be achieved”. The forward-looking information and
forward-looking statements contained herein may include, but are not
limited to, information concerning the Proposed Transaction,
expectations regarding whether the Proposed Transaction will be
consummated, including whether conditions to the consummation of the
Proposed Transaction will be satisfied, the timing for holding the
special meeting of shareholders of the Company and the timing for
completing the Proposed Transaction, expectations for the effects of the
Proposed Transaction or the ability of the combined company to
successfully achieve business objectives, and expectations for other
economic, business, and/or competitive factors.
By identifying such information and statements in this manner, the
Company is alerting the reader that such information and statements are
subject to known and unknown risks, uncertainties and other factors that
may cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those
expressed or implied by such information and statements. In addition, in
connection with the forward-looking information and forward-looking
statements contained in this press release, the Company has made certain
assumptions. Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
information and statements are the following: the ability to consummate
the Proposed Transaction; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions to the
consummation of the Proposed Transaction on the proposed terms and
schedule; the potential impact of the announcement or consummation of
the Proposed Transaction on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; changes in
general economic, business and political conditions, including changes
in the financial markets; changes in applicable laws; compliance with
extensive government regulation; and the diversion of management time on
the Proposed Transaction. Should one or more of these risks,
uncertainties or other factors materialize, or should assumptions
underlying the forward-looking information or statements prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected.
Although the Company believes that the assumptions and factors used
in preparing, and the expectations contained in, the forward-looking
information and statements are reasonable, undue reliance should not be
placed on such information and statements, and no assurance or guarantee
can be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information and statements.
The forward-looking information and forward-looking statements contained
in this press release are made as of the date of this press release,
and the Company does not undertake to update any forward-looking
information and/or forward-looking statements that are contained or
referenced herein, except in accordance with applicable securities laws.
All subsequent written and oral forward- looking information and
statements attributable to the Company or persons acting on its behalf
is expressly qualified in its entirety by this notice.
Not for distribution to United States
newswire services or for release publication, distribution or
dissemination, directly or indirectly, in whole or in part, in or into
the United States.
