Round 13 Growth II, L.P. ("PROPELR") Acquires Units of Tribe Property Technologies Inc. (the "Company" or "Tribe")

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 [email protected].

SOURCE Tribe Property Technologies Inc.