공지 • Jul 30
KABN Systems North America Inc. completed the acquisition of Torino Power Solutions Inc. (OTCPK:TRWR.F) in a reverse merger transaction.
KABN Systems North America Inc. entered into a non-binding letter of intent to acquire Torino Power Solutions Inc. (OTCPK:TRWR.F) in a reverse merger transaction on November 25, 2019. KABN Systems North America Inc. entered into a definitive agreement to acquire Torino Power Solutions Inc. in a reverse merger transaction on January 13, 2020. Torino will acquire all of the issued and outstanding shares in the capital of KABN Systems North America Inc. which will constitute a fundamental change of Torino and that will result in a reverse takeover (the “RTO”) of Torino by KABN North America. Immediately prior to the RTO, Torino will complete a 10 old for 1 new share consolidation and issue one post-consolidation common share of the Company for each KABN North America common share being acquired. Assuming completion of a contemplated private placement of approximately 13 million shares by KABN North America prior to completion of the RTO, the shareholders of Torino following the RTO (the “Resulting Issuer”) 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. As of February 24, 2020, as a result of business combination and assuming the completion of 6 million shares, the shareholders of Torino will hold approximately 10.4%, shareholders of KABN will hold approximately 79.1% and remaining will be held by the holders of securities issued in connection with private placement, of the resulting issuer. Following completion of the RTO, management of KABN North America will become management of the resulting issuer. Torino Power Solutions, to be renamed KABN Systems NA Holdings Corp. The agreement may be terminated by mutual consent of Torino and KABN if condition in its favor or a mutual condition is not satisfied by April 30, 2020. Torino will replace certain Directors and officers of Torino closing of the transaction with nominees of KABN. The directors of the resulting issuer will be determined by the parties in due course. Upon completion of the proposed transaction, is anticipated that the persons identified below will serve as Directors and Officers of the resulting issuer: Houssam (Sam) Kawtharani – Director, Benjamin Kessler - Director, Interim Chief Executive Officer, David Lucatch - Director, President, J. Patrick Mesina – Director, Craig McCannell - Interim Chief Financial Officer and Ravinder Mlait – Director.
The completion is subject to approval of Torino and KABN shareholders, CSE approval, the closing of the proposed private placement by KABN North America, the execution of a definitive agreement and related transaction documents and conditional approval of the Canadian Securities Exchange for the listing of the common shares of the resulting issuer following the completion of the RTO transaction. Torino will file an application with the CSE to approve the RTO and for them to approve the listing of the shares of the resulting issuer on the CSE. The final structure for the RTO transaction is subject to satisfactory due diligence by both parties, legal and financial advice and applicable securities laws and policies of the CSE. The transaction is subject to resignation of certain Directors and Officers of Torino Power Solutions and its subsidiaries without payment by or any liability to Torino Power Solutions, its subsidiary and KABN North America and KABN having raised aggregate gross proceeds of at least CAD 0.75 million prior to and in connection with the transaction through issuances of KABN shares and share purchase warrants to purchase KABN shares, dissent rights shall not have been exercised in respect of more than 5% of the issued and outstanding KABN Shares and J. Patrick Mesina and Ravinder Mlait having entered into a lock-up agreement. As of February 24, 2020, Board of Directors of Torino Power Solutions recommends the shareholders to vote in favor of the transaction. As of April 22, 2020, Torino Power has received conditional approval from the Canadian Securities Exchange in connection with its reverse take-over and related listing application. All necessary shareholder approvals have been received by Torino Power and KABN North America. The transaction is expected to complete on April 3, 2020. As of May 20, 2020, KABN North America completed its first tranche of its private placement financing of units of KABN North America in connection with the transaction and the conditions required to complete the listing of the post-transaction shares of the company included the closing of a planned private placement by KABN North America, which condition has now been met. As of June, 1, KABN North America completed its second tranche of its private placement financing of units of KABN North America in connection with the transaction.
Lynn Cumiskey of Clark Wilson LLP acted as legal advisor to Torino Power Solutions. Greg Hogan of Cassels Brock & Blackwell LLP acted as legal advisor to KABN. TSX Trust is acting as registrar and transfer agent to Torino Power Solutions.
KABN Systems North America Inc. completed the acquisition of Torino Power Solutions Inc. (OTCPK:TRWR.F) in a reverse merger transaction on June 4, 2020. Effective June 3, 2020 Torino Power Solutions Inc. changed its name to KABN Systems NA Holdings Corp. Benjamin Kessler will be Director, Chief Executive Officer, David Lucatch will be Director, President, Bryan Loree will be Chief Financial Officer, Michael Konikoff will be Chief Revenue Officer, Lynn Cumiskey will be Chief Compliance Officer, Houssam (Sam) Kawtharani, J. Patrick Mesina, and Ravinder Mlait will be Directors of the resulting issuer. It is expected that common shares will resume trading on a post-consolidation basis on the CSE under the symbol "KABN" on or before June 10, 2020.