- 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) –  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.
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 newswire services or for release publication, distribution or 
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the United States.