TORONTO, June 24,
2024 /CNW/ - PROPELR participated in a
non-brokered private placement (the "Private Placement") of
the Company under the Listed Issuer Financing Exemption (as defined
below) of 4,807,691 units of the Company (each, a "Unit") at
a price of $0.52 per Unit, which
raised an aggregate of $2,500,000.
Each Unit consisted of one common share of the Company (each a
"Common Share") and one-half of one common share purchase
warrant (each whole common share purchase warrant, a
"Warrant"). Each Warrant entitles the holder to
purchase one common share of the Company at a price of $0.82 at any time on or before June 21, 2029.
The Units were issued pursuant to the Private Placement were
issued under the Listed Issuer Financing Exemption under Part 5A
of National Instrument – 45-106 – Prospectus Exemptions (the
"Listed Issuer Financing Exemption") and are not subject to
resale restrictions in Canada in accordance with the applicable
Canadian securities laws and the policies of the TSX Venture
Exchange (the "Exchange"). The Units issued to the Company's
management and insiders are subject to the Exchange Hold Period
(as defined in the Exchange's Corporate Finance Policies).
The following disclosure by PROPELR, located at 300-200
Broadview Avenue, Toronto ON M4M 3H3, is made pursuant to National
Instrument 62-103 The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues.
Pursuant to the Private Placement, PROPELR has acquired
1,150,000 Units, consisting of 1,150,000 Common Shares and 575,000
Warrants. Immediately before the Private Placement, PROPELR held,
directly or indirectly, beneficial ownership of, or the power to
exercise control or direction over, 7,275,385 Common Shares and
Warrants convertible into 4,807,692 Common Shares, together with
15,000 Options to acquire Common Shares held by a joint actor of
PROPELR (the "Options"), representing 25.62% of all of the
issued and outstanding Common Shares on a non-diluted basis and
representing 36.41% of all of the issued and outstanding Common
Shares assuming exercise in full of PROPELR's Warrants and the
Options.
Immediately after the Private Placement, PROPELR holds, directly
or indirectly, beneficial ownership of, or the power to exercise
control or direction over, 8,425,385 Common Shares, Warrants
convertible into 5,382,692 Common Shares and Options convertible
into 15,000 Common Shares, representing 25.36 % of all of the
issued and outstanding Common Shares on a non-diluted basis and
representing 35.79% of all of the issued and outstanding Common
Shares assuming exercise in full of PROPELR's Warrants and the
Options.
PROPELR and the Company are party to an investor rights
agreement dated January 14, 2022
which granted PROPELR certain rights, including to nominate one of
the Company's directors for so long as PROPELR holds, on a
non-diluted basis, at least 10% of the issued and outstanding
Common Shares of Tribe and to recommend a qualified independent
director to the board of Tribe at Tribe's next annual general or
special meeting of its shareholders.
PROPELR participated in the Private Placement in the ordinary
course of its business and acquired the Units for investment
purposes. In accordance with applicable securities laws and subject
to applicable stock exchange requirements, PROPELR or its related
entities may from time to time and at any time directly or
otherwise, increase or decrease its ownership, control or direction
of Common Shares and/or other equity, debt or other securities or
instruments of the Company in the open market or otherwise, by
privately negotiated agreement, or otherwise. PROPELR's
determination may be driven by various factors including without
limitation the Company's financial position, the price levels of
the Common Shares of the Company, conditions in the securities
markets and general economic and industry conditions, the Company's
business or financial condition and other factors and conditions
PROPELR deems appropriate.
A copy of the Early Warning Report to be filed by PROPELR will
be available on SEDAR+ under the Company's profile on
www.sedarplus.ca. For more information, or to obtain a copy of the
Early Warning Report, please contact PROPELR at
info@propelrgrowth.com.
SOURCE Tribe Property Technologies Inc.