BENJAMIN KESSLER ANNOUNCES ACQUISITION OF SECURITIES OF KABN SYSTEMS NA HOLDINGS CORP.
June 5, 2020 – Benjamin Kessler (“BK”) announced today that on June 4, 2020, KABN Systems NA Holdings Corp. (formerly Torino Power Systems Inc.) (“KABN North America”) and KABN Systems North America Inc. (“KABN Inc.”) completed the previously announced business combination (the “Business Combination”). The Business Combination was completed by way of a three-cornered amalgamation (the “Amalgamation”), pursuant to which the KABN North America acquired all of the issued and outstanding shares of KABN Inc. (the “KABN Shares”) and issued one common share of KABN North America (“Common Shares”) to KABN Inc. shareholders in exchange for each issued and outstanding KABN Share (the “Share Exchange”). As a result of the Share Exchange, BK acquired beneficial ownership and control of 675,000 Common Shares (the “Acquired Shares”). BK also now has beneficial ownership of 775,000 Common Shares (the “Acquired Underlying Shares”) that are issuable upon exercise of (a) 175,000 KABN Inc. warrants that are now exercisable into Common Shares, and (b) 600,000 KABN Inc. options that are now exercisable into Common Shares. As BK is a director and officer of Crypto KABN Holdings Inc. (“CK”), CK may have or share control or direction over the Common Shares held by CK. In the Share Exchange, CK acquired beneficial ownership and control of 12,500,000 Common Shares (the “CK Acquired Shares”). BK may be considered to share control and direction over the CK Acquired Shares. BK’s 675,000 Common Shares represent approximately 1.0% of KABN North America’s issued and outstanding Common Shares after the Business Combination, on an undiluted basis. Assuming conversion of the Acquired Underlying Shares, BK has beneficial ownership of Common Shares that represent approximately 2.2% of KABN North America’s issued and outstanding Common Shares, on a partially diluted basis. Including the CK Acquired Shares, the Common Shares owned or under control or direction by BK, represent approximately 20.0% of KABN North America’s issued and outstanding Common Shares after the Business Combination, on an undiluted basis, and assuming conversion of the Acquired Underlying Shares, approximately 21.0% of KABN North America’s issued and outstanding Common Shares, on a partially diluted basis.
The head office of KABN North America is located at 1-7357 Woodbine Avenue, Suite 605, Markham, Ontario, L3R 6L3.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on KABN North America’s SEDAR profile or by contacting BK c/o KABN North America, tel: 647-725-7742