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TORONTO, Oct. 11,
2022 /CNW/ - CarbonTech Capital Corp. (TSXV: CT.P)
("CT") is pleased to announce that it has agreed to acquire
the property located at 33 Waverly Road, Toronto, Ontario (the "Property") as
its Qualifying Transaction (as such term is defined in the TSX
Venture Exchange (the "Exchange") Policy 2.4 – Capital
Pool Companies (the "CPC Policy") of the Corporate
Finance Manual of the Exchange (the "Exchange Polices")). CT
and the seller (the "Seller") have entered into a
non-binding letter of intent dated October
7, 2022 (the "LOI") in connection with the purchase
and sale of the Property (the "Transaction"). Following
completion of the Transaction, CT, as the resulting issuer (the
"Resulting Issuer"), will continue to list its common shares
("CT Shares") on the Exchange as a Real Estate Tier 2
Issuer.
The LOI provides that it will be superseded and replaced with a
binding purchase agreement to be agreed between the parties (the
"Purchase Agreement").
The Seller is unrelated to CT or any of its directors or
officers. As such, the Transaction will not be a Non-Arm's Length
Qualifying Transaction (as such term is defined in the CPC Policy)
and is not subject to the receipt of approval of the holders of CT
Shares. The acquisition of the Property will be subject to receipt
of all necessary approvals, including the approval of the Exchange
and completion of satisfactory due diligence by CT and the closing
of a $3 million financing to be
completed by CT. A subsequent news release will be issued by CT
with details of such financing.
Information about the terms of the Transaction will be set out
in the final filing statement (the "Filing Statement")
regarding the Transaction to be filed by CT with the Exchange and
on SEDAR.
About CT
CT was incorporated on July 15,
2021 under the Business Corporations
Act (Ontario), completed
its initial public offering on July 9,
2022 and is a reporting issuer in the provinces of
British Columbia, Alberta and Ontario. CT is a capital pool company listed
on the Exchange and, as such, the business of CT is to
identify and evaluate businesses and assets with a view to
completing a "Qualifying Transaction", as such term is defined
in the CPC Policy. CT has not conducted commercial operations and
the Transaction is intended to constitute the Qualifying
Transaction of CT for purposes of the CPC Policy.
Terms of the Transaction
Subject to Exchange acceptance, and the satisfaction of other
conditions to be contained in the Purchase Agreement, the
Transaction will be comprised of an acquisition of the Property
from the Seller at a purchase price of $1,900,000 to be satisfied by the payment of
cash, subject to the customary adjustments of real estate taxes and
other expenses with respect to the Property.
Additional Information About the Property
The Property is located at 33 Waverly Road, Toronto, Ontario. CT intends to demolish the
vacant residential home currently located on the Property and build
a pre-fabricated net zero rental housing project, consisting of a
two-storey house, a basement unit, and a garden suite.
About the Resulting Issuer
Following the completion of the Transaction, the Resulting
Issuer will assemble a pre-fabricated net zero climate friendly
house and garden suite on the Property and going forward will focus
on sourcing and acquiring additional properties on which
pre-fabricated net zero climate friendly housing and garden suite
properties will be built.
The Resulting Issuer will seek to develop, brand and market its
climate friendly housing as the next generation of housing: built
quickly, sustainably and affordably. The sustainable housing will
feature cutting edge climate technologies that the Resulting Issuer
will identify and invest in, including electronic devices and
software that optimize performance and efficiency, premier smart
home battery storage solutions, a complete suite of monitoring and
control solutions for boilers and electrically-heated housing,
fresh, filtered air and smart technology for maximum comfort and
value, an innovative suite of indoor sensors, air quality monitors
and smart air purifiers, and electrochromic windows reducing
emissions and climate control costs.
Board of Directors and Management
David Goodman and Matthew Soloway are expected to join the board
of directors of the Resulting Issuer. Mr. Soloway is also expected
to become the Resulting Issuer's CEO. Additional information
regarding the board of directors and the management team of the
Resulting Issuer and any other changes thereto will be provided in
the Filing Statement.
Matt Soloway – Chief Executive
Officer and Director
Mr. Soloway founded LUXE Travel Company and grew the business to
become North America's premiere
luxury group travel consultancy with sales in the tens of millions
before selling the business in 2018. Mr. Soloway consulted on the
opening of 30 + luxury hotels in the Caribbean and Mexico and developed and managed their
consumer vacation brands. After selling LUXE, Matt's passion for
identifying new business opportunities led to him co-founding
Tamakwa Experiences, a lifestyle experiences company. Mr. Soloway
has continued to grow and develop new brands in the luxury space,
and has a passion for new business opportunities that identify
voids in the market, and consults with start-ups on their business
development.
Previously, Matt worked at the United Nations in The Hague on the Milosevic trial before
completing law school at the University of
Victoria and articling at a leading Toronto law firm.
David Goodman – Chair
Mr. Goodman left an early career as a litigator in 1994 to
become a Partner, Vice President and Portfolio Manager at the
investment management firm behind Dynamic Funds. He became
President and Chief Executive Officer of Dynamic Funds in 2001
and of DundeeWealth, Dynamic's public company parent, in
2007. Under Mr. Goodman's leadership, the
firm became one of Canada's
best performing and fastest growing investment
managers, was recognized as Fund Company of the Year
seven times at the Canadian Investment Awards while
growing assets under management from $5
billion to approximately $50
billion, until its ultimate sale to Scotiabank in 2011.
In the past Mr. Goodman was a member of
the boards of DundeeWealth, Repadre Capital
Corporation, Dundee Corporation, SickKids Foundation and a trustee
of the Dundee REIT. Mr. Goodman was previously the head of
Global Asset Management for the Bank of Nova Scotia and CEO of Dundee Corporation. Mr.
Goodman is currently a stand-up comedian affiliated with
Yuk Yuk's Comedy Clubs. Mr.
Goodman's passion for performing stand-up comedy extends into his
philanthropic activities. Mr. Goodman is the founder of Humour
Me which has to date raised over $19 million in
support of some very deserving causes.
Concurrent Financing
In connection with the Transaction, CT intends to complete a
private placement of subscription receipts (the "Concurrent
Financing") for aggregate gross proceeds of $3 million, which proceeds will be held in escrow
pending closing of the Transaction. It is intended that a portion
of the proceeds of the Concurrent Financing will be used to fund
the expenses of the Transaction and the ongoing business of the
Resulting Issuer. The closing of the Concurrent Financing is a
condition precedent for the Transaction.
Conditions to Closing
The completion of the Transaction is subject to a number of
customary conditions, including the execution of the Purchase
Agreement, the receipt of all necessary approvals, including the
approval of the Exchange and certain other closing conditions set
forth in the Purchase Agreement, including the completion of
satisfactory due diligence by CT.
Additional Information
Trading in the CT Shares is presently halted. It is uncertain
whether the shares of CT will resume trading until the Transaction
is completed and approved by the Exchange.
Further updates in respect of the Transaction and Concurrent
Financing will be provided in subsequent press releases and the
Filing Statement to be filed by CT in connection with the
Transaction, which will be available in due course under CT's SEDAR
profile.
The Exchange requires sponsorship of a Qualifying Transaction of
a capital pool company, unless exempt in accordance with the
Exchange Policies. CT is currently reviewing the requirements for
sponsorship and may apply for an exemption from the sponsorship
requirements; however, there can be no assurance that CT will
ultimately obtain such exemption.
Disclaimers
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance.
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 a capital pool company
should be considered highly speculative.
The 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 the Exchange nor its Regulation Service Provider (as
that term is defined in the Exchange Policies) accepts
responsibility for the adequacy or accuracy of this
release.
This news release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect
to the proposal to complete the Transaction and associated
transactions, including statements regarding the terms and
conditions of the Transaction, the Purchase Agreement and the
Concurrent Financing. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; the risks
that the parties will not proceed with the Transaction, the
Purchase Agreement, the Concurrent Financing and associated
transactions; the risk that the ultimate terms of the Transaction,
the Purchase Agreement, the Concurrent Financing and associated
transactions will differ from those that currently are
contemplated; the risk that the Transaction, the Purchase
Agreement, the Concurrent Financing and associated transactions
will not be successfully completed for any reason (including the
failure to obtain the required regulatory approvals); and the
results of continued development, marketing and sales. There
can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should
not place undue reliance on forward-looking statements. CT
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
The financial information and data contained in this press
release is unaudited and may be adjusted in or may be presented
differently in CT's filing documents and such differences may be
material. In particular, the financial information is preliminary
and subject to risks and uncertainties.
SOURCE CarbonTech Capital Corp.