TORONTO, June 10, 2015 /CNW/ - Hit Technologies Inc. (the "Company") (TSXV: HIT) (formerly Friday Capital Inc.) is pleased to announce that it has completed its previously announced qualifying transaction (the "Transaction") with the company formerly known as Hit Technologies Inc. ("Hit Tech"). Subject to final TSX Venture Exchange (the "TSXV") approval, trading in the common shares of the Company is expected to resume on the TSXV on or about June 16, 2015 under the symbol "HIT".
Prior to the Transaction, the Company was a capital pool company as defined in the policies of the TSXV. The Transaction constituted the Company's "Qualifying Transaction" as defined in the policies of the TSXV.
In connection with the Transaction, the Company acquired all of the issued and outstanding securities of Hit Tech pursuant to a three-cornered amalgamation in connection with which (i) Hit Tech amalgamated with a wholly-owned subsidiary of the Company; and (ii) the Company issued one Post-Consolidation Share (as defined below) to former Hit Tech shareholders in exchange for every standard A share of Hit Tech so acquired. Pursuant to the Transaction, the Company filed articles of amendment pursuant to which it: (i) consolidated its common shares on the basis of one post-consolidation common share (a "Post-Consolidation Share") for every 2.2269 pre-consolidation common shares issued and outstanding (the "Consolidation"); and (ii) changed its name to "Hit Technologies Inc.". In addition, an aggregate of 8,861,266 subscription receipts of Hit Tech which were issued pursuant to a concurrent private placement of Hit Tech, were converted for no additional consideration into an aggregate of 8,861,266 Hit Tech standard A shares immediately prior to closing of the Transaction.
Following the closing of the Transaction, the Company has 42,769,584 Post-Consolidation Shares issued and outstanding, of which 7,423,000 pre-Consolidation shares were converted into 3,333,328 Post-Consolidation Shares and Hit Tech standard A shares were exchanged for 39,436,256 Post-Consolidation Shares. In addition, the Company has reserved for issuance (i) an aggregate of 1,449,500 Post-Consolidation Shares issuable upon the exercise of stock options exercisable at $0.60 per Post-Consolidation Share bearing an expiry date of November 28, 2020 granted to a director, officer and certain employees and consultants of the Company; (ii) an aggregate of 2,000,000 Post-Consolidation Shares issuable upon the exercise of stock options exercisable at $0.25 per Post-Consolidation Share bearing an expiry date of September 22, 2024 granted to Brooks Bergreen, President and Chief Executive Officer of the Company; and (iii) an aggregate of 207,598 Post-Consolidation Shares issuable upon the exercise of broker options exercisable at $0.60 per Post-Consolidation Share bearing an expiry date of July 23, 2015.
As described in the Company's filing statement dated May 27, 2015 available on SEDAR at www.sedar.com (the "Filing Statement"), certain of the Post-Consolidation Shares are subject to escrow requirements pursuant to applicable TSXV policies. The summary of the Transaction set out above is qualified in its entirety by reference to the description of the Transaction in the Filing Statement.
Following closing of the Transaction, the board of directors of the Company comprises Brooks Bergreen, Ian Wilkinson, Robert Chalmers, Robert Chase and Michael Liggett. Their biographies and further information on the Transaction are set out in the Filing Statement, which is available on SEDAR at www.sedar.com.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
This press release contains forward-looking information based on current expectations. Statements about the final approval of the TSXV and the commencement of trading of the common shares of the Company following closing of the Transaction are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that trading of the Company's common shares will occur or that, if trading does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE HIT Technologies Inc
For further information: Hit Technologies Inc., Brooks Bergreen, President and Chief Executive Officer, (888) 423-4124 Ext. 520