TRIBE PROPERTY TECHNOLOGIES INC.
(formerly Cherry Street Capital Inc.)
NEWS RELEASE
NOT FOR DISTRIBUTION IN THE U.S. OR TO U.S. NEWSWIRE SERVICES.
Tribe Property Technologies Completes Qualifying Transaction
March 16, 2021 – Toronto, Ontario – Tribe Property Technologies Inc. (formerly Cherry Street Capital Inc.) (the “Company” or “Tribe”) (TSXV:TRBE) is pleased to announce that it has completed the acquisition (the “Business Combination”) of the privately held Tribe Property Technologies Inc. In accordance with the terms of the Business Combination, Tribe amalgamated with a wholly-owned subsidiary of the Company, 1283534 B.C. Ltd. (“Subco”), pursuant to the terms of a definitive amalgamation agreement among the Company, Tribe and Subco (the “Definitive Agreement”). The Company also changed its name to “Tribe Property Technologies Inc.” (the “Name Change”). The Company’s common shares (the “Common Shares”) will now trade under the new ticker symbol “TRBE”.
Immediately prior to completion of the Business Combination, the Company completed a consolidation of its issued and outstanding Common Shares on the basis of one new post-consolidation Common Share for every 8.4488 pre-consolidation Common Shares (the “Consolidation”). The Consolidation was approved by the Board of Directors of the Company and shareholders of the Company. The Consolidation reduces the number of outstanding Common Shares from 3,050,000 to approximately 361,000. Proportionate adjustments will be made to the Company’s outstanding stock options. No fractional Common Shares will be issued pursuant to the Consolidation and any fractional Common Shares that would have otherwise been issued will be rounded down to the next highest whole number of Common Share. Following the Consolidation and the Name Change, the Company’s CUSIP number has changed to 89602T101 and ISIN to CA89602T1012.
In connection with the completion of the Business Combination, the privately held Tribe Property Technologies Inc. completed private placement financings (the “Financings”), including a brokered financing of 2,325,984 subscription receipts (each, a “Receipt”) at price of $5.00 per Receipt for gross proceeds of $11,629.920 through a syndicate of agents led by Stifel GMP and including Canaccord Genuity Corp, Haywood Securities Inc. and Richardson Wealth Limited (collectively, the “Agents”). In total, privately held Tribe Property Technologies Inc. issued 2,665,984 Receipts at a price of $5.00 per Receipt, for aggregate gross proceeds of $13,329,920 under the Financings. Immediately prior to completion of the Business Combination, each Receipt was automatically converted into one common share of privately held Tribe Property Technologies Inc. (each, a “Receipt Share”) and the Receipt Shares were exchanged for Common Shares on a one-for-one basis pursuant to the terms of the Definitive Agreement. The proceeds from the Financings were released from escrow, following the Company receiving all applicable regulatory approvals and completing the Business Combination.
Pursuant to the terms of the Definitive Agreement, common shares of privately held Tribe Property Technologies Inc. (including the holders of Receipt Shares) were exchanged for Common Shares on a one-for-one basis. In connection with closing of the Business Combination, the Company issued 15,529,257 Common Shares to former holders of common shares of privately held Tribe Property Technologies Inc. (including the holders of Receipt Shares). Following completion of the Business Combination, the Company has 15,890,257 Common Shares issued and outstanding.
In connection with the Business Combination, an aggregate of 11,011,828 Common Shares are subject to a Tier 1 Surplus Escrow Agreement in accordance with the policies of the TSX Venture Exchange (the “Exchange”). In addition, an aggregate 11,119,162 Common Shares are subject to voluntary lock-up entered into by certain shareholders of the Company and the Agents, pursuant to which 25% of the locked-up securities will be automatically released on each of the 18th, 21st, 24th and 27th month anniversaries of the release of escrowed funds.
Board of Directors and Management
Following completion of the Business Combination, the Board of Directors of the Company has been reconstituted to consist of Joseph Nakhla, Raymond Choy, Charmaine Crooks, Andrew Kiguel and Michael Willis. Management of the Company has also been reconstituted to consist of Joseph Nakhla as Chief Executive Officer, Jim Defer as Chief Financial Officer and John Tims as Corporate Secretary.
Principal Securityholders
In connection with the Business Combination:
• The Aquilini Group (through 0953184 B.C. Ltd. and together with Paolo Aquilini and Harkanwalvir Bill Aujla) of Vancouver, British Columbia acquired 4,404,964 Common Shares and 65,400 options to acquire Common Shares (each, an “Option”), representing approximately 27.72% of the issued and outstanding Common Shares and 28.02% of the issued and outstanding Common Shares on a partially diluted basis;
• Talal Yassin (through TY & Sons Investments Inc.) of Vancouver, British Columbia acquired 2,717,655 Common Shares and 32,700 Options, representing approximately 17.10% of the issued and outstanding Common Shares and 17.27% of the issued and outstanding Common Shares on a partially diluted basis;
• Joseph Nakhla (through 0944638 B.C. Ltd.) of Vancouver, British Columbia acquired 2,135,865 Common Shares and 232,700 Options, representing approximately 13.44% of the issued and outstanding Common Shares and 14.69% of the issued and outstanding Common Shares on a partially diluted basis; and
• Raymond Choy (together with Peterson Property Holdings Inc.) of Vancouver, British Columbia acquired 1,569,782 Common Shares and 52,700 Options, representing approximately 9.88% of the issued and outstanding Common Shares and 10.18% of the issued and outstanding Common Shares on a partially diluted basis;
(each, an “Investor”).
Prior to the Business Combination, none of the Investors held securities in the Company. The Common Shares acquired by the Investors are presently being held for investment purposes. Each Investor may from time to time in the future increase or decrease its ownership, control or direction over securities of the Company, through market transactions, private agreements or otherwise, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
The Investors will each file an early warning report (the “EWRs”) pursuant to applicable securities laws in connection with the completion of the Business Combination. Copies of the EWRs, to which this news release relates, will be available under the Company’s SEDAR profile at www.sedar.com,or by contacting the Company.
Exchange Listing
The Company has filed a filing statement dated March 12, 2021 (the “Filing Statement”) under its profile on SEDAR at www.sedar.com. Readers are encouraged to review the Filing Statement, which provides detailed information about the Business Combination and the business of the Company. The Company will be listed following completion of the Business Combination as a Tier 1 Technology issuer under the ticker “TRBE”. Trading in the Common Shares is currently halted pending completion of customary filings with the Exchange in respect of the Business Combination. Trading is expected to resume on the Exchange following completion of customary filings with the Exchange.
Investor Relations Appointment
Tribe has entered into an agreement with KIN Communications Inc. (“KIN”) to provide investor relations service for the Company. The agreement is for a period of twelve months. Under the agreement, KIN will be compensated $12,500 plus GST per month and receive 50,000 Options. The Options have an exercise price of $5.00 per Option and shall vest over a twelve (12) month period, with twenty-five (25%) percent vesting per quarter, commencing on the three (3) month anniversary of issuance, and shall expire two (2) years from the date of issuance.
KIN is a Vancouver, BC based full-service investor relations and shareholder communications provider. Kin does not beneficially own, directly or indirectly, any securities of the Company.
ABOUT TRIBE
Tribe is a property technology company that is disrupting the traditional property management industry. As a rapidly growing tech-forward property management company, Tribe’s integrated service-technology delivery model serves the needs of a much wider variety of stakeholders than traditional service providers. Tribe seeks to acquire highly accretive targets in the fragmented North American property management industry and transform these businesses through streamlining and digitization of operations. Tribe’s platform decreases customer acquisition costs, increases retention and allows for the addition of value-added products and services through the platform.
ON BEHALF OF THE BOARD
“Joseph Nakhla”
Chief Executive Officer
For further information from Tribe, contact:
Joseph Nakhla
Tribe Property Technologies Inc.
Chief Executive Officer
1155 West Pender Street, Suite 419
Vancouver, British Columbia
V63 2P4
(604) 343-2601
joseph.nakhla@tribetech.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement on Forward-Looking Information
This news release may contain certain “Forward-Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws regarding the Company and its business, which may include, but are not limited to, statements with respect to lifting of the halt on the Common Shares, listing of the Company as a Tier 1 Technology Issuer, filing of EWRs, future acquisitions or dispositions by Investors, future acquisitions by the Company, prospective benefits of the Company’s platform, the ability to obtain regulatory and shareholder approvals and other factors. When or if used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target, “plan”, “forecast”, “may”, “schedule” and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to proposed financing activity, proposed acquisitions, proposed success of the Company’s platform, regulatory or government requirements or approvals, the reliability of third-party information and other factors or information. Such statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward- looking statements. The Company does not intend, and do not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
This news release is not an offer of securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Company has not registered and will not register the securities under the U.S. Securities Act. The Company does not intend to engage in a public offering of their securities in the United States.