BURNABY, BC, June 12, 2015 /CNW/ - This press release is being disseminated by Vert Holdings ULC (the "Company") and Brooks A. Bergreen ("Bergreen"), both at the address of 2 – 4333 Central Blvd, Burnaby, BC V5H 4W8, as required by National Instrument 62-103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issues.
On June 10, 2015, Hit Technologies Inc. (formerly Friday Capital Inc. and referred to hereinafter as the "Issuer") completed a business combination (the "Business Combination") by way of a three-cornered amalgamation pursuant to which (i) 1030937 B.C. Ltd., a wholly-owned subsidiary of the Issuer, and a company formerly known as Hit Technologies Inc. (the "Acquiror") amalgamated and became a wholly-owned subsidiary of the Issuer and (ii) the shareholders of the Acquiror were issued one common share ("Common Share") of the Issuer (with a deemed issue price of CDN$0.60 per Common Share) for each standard A share ("Acquiror Share") of the Acquiror held. The Business Combination constituted a qualifying transaction under TSX Venture Exchange Policy 2.4 – Capital Pool Companies.
Immediately prior to the completion of the Business Combination, (i) the Company, a holding company controlled by Bergreen, owned an aggregate of 6,784,654 Acquiror Shares and (ii) Bergreen owned an aggregate of 2,000,000 stock options granted by the Acquiror, each stock option entitling him to purchase one Acquiror Share at a price of CDN$0.25 per Acquiror Share. Following completion of the Business Combination, (i) the Company owns an aggregate of 6,784,654 Common Shares, which represent approximately 15.9% of the issued and outstanding Common Shares and (ii) Bergreen owns an aggregate of 2,000,000 stock options (the "Bergreen Options") entitling him to purchase one Common Share at a price of CDN$0.25 per Common Share. 666,667 of the Bergreen Options vested immediately upon grant, 666,667 of the Bergreen Options will vest upon the Issuer achieving gross revenues of $5,000,000 within a given fiscal year and 666,666 of the Bergreen Options will vest upon the Issuer achieving gross revenues of $20,000,000 in a given fiscal year.
The Company and Bergreen may increase or decrease their ownership interest in the Issuer's securities depending upon future market conditions. The Company and Bergreen have relied on the exemption from the prospectus requirement under securities legislation provided in Section 2.11 of National Instrument 45-106 – Prospectus Exemptions.
An early warning report in respect of the above transaction will be filed with the relevant Canadian securities regulatory authorities. A copy of such report may be obtained from SEDAR at www.sedar.com or by contacting Brooks A. Bergreen, President of Vert Holdings ULC at (888) 423-4124.
SOURCE Vert Holdings ULC
For further information: Brooks A. Bergreen, President of Vert Holdings ULC at (888) 423-4124