/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./
CALGARY, Alberta–(BUSINESS WIRE)–Carbeeza Inc. (formerly HIT Technologies Inc.) (“Carbeeza” or the “Company“) (TSX.V:AUTO) is pleased to announce that the Company intends to complete a non-brokered private placement (the “Private Placement“) of up to 12,500,000 units of the Company (“Units”) at a price of $0.20 per Unit for gross proceeds of up to $2,500,000. The net proceeds of the Private Placement will be used by the Company to scale up the marketing campaign, to expedite the Company’s move into the United States market and for general corporate purposes.
The Units will consist of one common share and one full common share purchase warrant (“Warrant”) exercisable for a period of eighteen months from the closing date at a price of $0.25 per warrant.
The Private Placement will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, and to existing shareholders of the Company pursuant to the exemption set out in Alberta Securities Commission Rule 45-516 (Prospectus Exemptions for Retail Investors and Existing Security Holders) (the “Existing Shareholder Exemption“). The Company encourages existing shareholders who wish to participate in the Private Placement to contact the Company at the contact details below.
Certain Insiders of the Company may subscribe to Units offered under the Private Placement (the “Insiders’ Participation“). The Insiders’ Participation is exempt from the formal valuation and shareholder approval requirements provided under MI 61-101 (Protection of Minority Holders in Special Transactions).
A finder’s fee may be paid in connection with the Private Placement to finders as determined by mutual agreement between the Company and the finders and subject to TSX Venture Exchange (“TSXV”) approval. The finders’ fee shall consist of a cash fee of eight percent (8.0%) of the gross proceeds of the Private Placement raised by the finder and common share purchase warrants of the Company (the “Broker Warrants”) equal to eight percent (8%) of the number of Units issued as a result of the finder under the Private Placement. Each Broker Warrant entitles the holder thereof to acquire one Unit of the Company at $0.25 per Broker Warrant expiring eighteen months from the closing date.
The Private Placement is expected to close in May 2023 on such date as may be determined by the directors of the Company. The closing of the Private Placement is subject to regulatory approval including but not limited to, the approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities 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.
Carbeeza is a Canadian-based software company whose platform is targeted to the automotive marketplace. It is the first application to harness the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Using state-of-the-art technology, Carbeeza brings the process of buying a car right to the phone, tailor-made for the consumer. Carbeeza is highly beneficial to both consumers and auto dealers.
ON BEHALF OF THE BOARD OF DIRECTORS OF CARBEEZA INC.
Sandro Torrieri, Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Certain information set forth in this news release contains forward-looking statements or information (“forward-looking statements”). By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.