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CALGARY, Alberta, Sept. 24, 2024 (GLOBE NEWSWIRE) -- Carbeeza Inc. ("Carbeeza" or the "Company") (TSXV:AUTO) (OTCQB: CRBAF), is pleased to announce a non-brokered private placement (the "Private Placement") of 12% convertible unsecured debentures (the "Debentures") for gross aggregate proceeds of up to $1,500,000. The net proceeds of the Debenture offering will be used by the Company to scale up the marketing campaign and for general corporate purposes. The Debentures have an issue price of $1,000 per Debenture and will bear interest at a rate of 12% per annum, payable in arrears on the maturity date. The Debentures will mature on the date that is twenty four months from the date of issuance. The Company concurrently announces that it has closed the first tranche of Debentures, closing on aggregate proceeds of $300,000.
The Debentures will be convertible at any time prior to maturity at the option of the holders into units ("Units") of the Company at a conversion price of $0.10 per common share (“Common Share”). The Units will consist of one Common Share and one full common share purchase warrant ("Warrant") exercisable for a period of twenty four months from the closing date at a price of $0.20 per Warrant.
At the Company's option and subject to the approval of the TSX Venture Exchange (“TSXV”), any interest as may become due and payable on the outstanding principal amount may be satisfied by the issuance to the debenture holder of such number of Common Shares equal to the amount of interest payable divided by the greater of (i) the volume weighted average trading price of the Common Shares for the thirty (30) consecutive Trading Days ending on the fifth Trading Day before such date on the TSXV (“VWAP”); and (ii) the Market Price (as defined in TSXV Policy 1.1) on the date that the interest becomes payable. Also, at any time after the date that is one year from the date of the Debenture, the Company may issue a Forced Conversion Notice for the forced conversion of the principal amount of the then outstanding Debentures at the Conversion Price on not less than 30 days’ notice if the VWAP is greater than $0.30 for any 20 consecutive trading days on the TSXV.
The Debentures, Common Shares and the Warrant Shares will be subject to a four month and one day hold period from the date of issuance in accordance with applicable securities laws and the policies of the Exchange. The Private Placement is expected to close on or around October 1, 2024 or such other date as may be determined by the directors of the Company.
The Private Placement will be conducted pursuant to available prospectus exemptions including sales to accredited investors, family members, close friends and business associates of directors and officers of the Company, and to existing shareholders of the Company pursuant to the exemption set out in Alberta Securities Commission Rule 45-516 (Prospectus Exemptions for Retail Investors and Existing Security Holders) (the "Existing Shareholder Exemption").
The closing of the Private Placement is subject to regulatory approval including but not limited to, the approval of the TSXV.
The remaining tranches of the Private Placement are expected to close on such date(s) as may be determined by the directors of the Company. The closing of the Private Placement is subject to regulatory approval including but not limited to, the approval of the TSXV.
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.
Carbeeza Inc. Carbeeza is a Canadian-based software company whose platform is targeted to the automotive marketplace. It is the first application to harness the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Using state-of-the-art technology, Carbeeza brings the process of buying a car right to the phone, tailor-made for the consumer. Carbeeza is highly beneficial to both consumers and auto dealers.
ON BEHALF OF THE BOARD OF DIRECTORS OF CARBEEZA INC. Sandro Torrieri, Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, and the ability to access sufficient capital from internal and external sources. Although the Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
