Toronto, Ontario–(Newsfile Corp. – October 30, 2020) – Cherry Street Capital Inc. (TSXV: CHSC.P) (the “Company“) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent“), dated October 28, 2020, with Bazinga Technologies Inc. (“Bazinga“). Bazinga is a pioneer in multi-family residential software solutions and is one of the fastest-growing property management company in Canada. Its unique hybrid service-technology delivery model that combines a technology platform to do the “heavy lifting” along with customer-first operations, is the first of its kind in the industry.
Headquartered in Vancouver, Canada and incorporated on December 14, 2011, Bazinga has built a brand that focuses on building communities through communication, transparency and access. Bazinga empowers condo developers and strata/HOA communities in Canada and the United States, providing digital services to almost 100,000 homes. With aspirations to expand the reach of their solutions and offer holistic end-to-end community living solutions, Bazinga is changing the way people view community living, interact with their neighbours and interface with their homes.
In accordance with the terms of the Letter of Intent, it is anticipated that the Company will establish a wholly-owned subsidiary which will amalgamate with Bazinga (the “Transaction“), following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. The Transaction constitutes a “Qualifying Transaction” for the Company under TSX Venture Exchange (the “Exchange“) Policy 2.4 – Capital Pool Companies. Following completion of the Transaction, it is anticipated that the Company will be listed on the Exchange as a Tier 2 Technology Issuer under the name “Tribe Property Technologies Inc.”
In connection with completion of the Transaction, Bazinga intends to complete a brokered private placement financing (the “Financing“), led by Stifel Nicolaus Canada Inc. (“Stifel GMP“), through the offering of up to 3,000,000 subscription receipts (each, a “Receipt“) at a price of $5.00 per Receipt for gross proceeds of up to $15,000,000. In addition, Bazinga has granted Stifel GMP an option, exercisable in whole or in part, to increase the size of the Financing by up to $2,250,000 for total gross proceeds of $17,250,000. Proceeds of the Financing will be held in escrow pending completion of the Transaction. Immediately prior to completion of the Transaction, the Receipts will automatically be converted into common shares of Bazinga, which will then be exchanged for common shares of the Company.
In accordance with the terms of the Transaction, it is contemplated that: (i) the Company will consolidate (the “Consolidation“) its common share capital at a consolidation ratio to be announced in a subsequent news release; and (ii) the holders of common shares of Bazinga (including those investors in the Financing) will receive one post-Consolidation common share of the Company in exchange for each outstanding common share of Bazinga. Following completion of the Transaction, the securityholders of Bazinga (including those investors in the Financing) will hold a significant majority of the outstanding post-Consolidation common shares of the Company.
In connection with the entering into of the Letter of Intent, and subject to the approval of the Exchange, the Company has agreed to advance a working capital loan to Bazinga in the principal amount of $225,000 (the “Bridge Loan“). The Bridge Loan will be secured by a general charge over all of the assets of Bazinga, and will bear interest at a rate of five percent (5.0%) per annum. In the event the parties elect not to proceed with the Transaction, and the Letter of Intent is terminated, Bazinga will arrange for repayment of the Bridge Loan, and all accrued interest, within four (4) months following termination. The proceeds from the Bridge Loan will be utilized to satisfy expenses associated with the Transaction, and for the general working capital purposes of Bazinga.
Closing of the Transaction is subject to a number of conditions including completion of satisfactory due diligence, entering into of a definitive agreement, completion of the Bridge Loan and the Financing, the Company having positive working capital of no less than $500,000 after deducting the Bridge Loan and all costs and expenses associated with the Transaction, approval of the Exchange and satisfaction of other closing conditions as are customary in transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in the common shares of the Company will remain halted pending further filings with the Exchange.
A comprehensive news release with further particulars relating to the Transaction will follow in accordance with the policies of the Exchange. Readers are encouraged to review the filing statement which will be prepared by the Company in connection with the Transaction and which will be made available under the Company’s profile on SEDAR.
For further information, contact Rudy Cheddie at firstname.lastname@example.org.
On behalf of the Board,
Cherry Street Capital Inc.
Rudy Cheddie, Chief Executive Officer
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. The Transaction cannot close until the required approvals are obtained, and the outstanding conditions satisfied. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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. 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, 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 does 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.