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TORONTO, March 6,
2023 /CNW/ - CarbonTech Capital Cop. (TSXV: CT.P)
("CT"), a capital pool company listed on the TSX Venture
Exchange (the "Exchange"), is pleased to announce that it
has entered into a purchase agreement dated March 6, 2023 (the "Agreement") with Happi
Ventures Inc. ("Happi Builds") and its shareholders,
pursuant to which CT will acquire all of the issued and outstanding
securities of Happi Builds (the "Transaction"). Under the
terms of the Agreement, CT will issue to the shareholders of Happi
Builds at closing of the Transaction a total of 13,933,332 common
shares in the capital of CT at a deemed price of $0.15 per share.
The Transaction is subject to the approval of the Exchange and
is intended to constitute CT's qualifying transaction for the
purposes of the Corporate Finance Manual of the Exchange (the
"Exchange Polices"). Upon completion of the Transaction, CT,
as the resulting issuer (the "Resulting Issuer"), will
continue to list its common shares (the "Resulting Issuer
Shares") on the Exchange as a Tier 2 issuer and its business
will be that of Happi Builds. The proposed Transaction does not
constitute a Non-Arm's Length Transaction under the Exchange
Policies.
Happi Builds is a private Ontario company that was formed on
February 15, 2019 to explore various
investment opportunities and has focused on the quickly expanding
backyard housing sector including the marketing and distribution of
accessory dwelling units (ADUs).
The housing affordability crisis is triggering public stimulus
at all levels of government to encourage the rapid increase of our
housing supply. This includes major zoning expansions to enable,
encourage and incentivize construction of new dwellings within the
existing private property lots. In California, where new zoning was introduced in
2016, 60,000 permits for backyard homes have already been issued.
One-third of those occurred in 2021 alone. A similar bylaw was
passed in Toronto in 2022. Happi
Builds is creating a solution to seek to solve both the housing
affordability and climate crisis as management believes that the
environmental benefits of heightened density make ADUs the optimal
choice for property owners, tenants and government.
Happi Builds is the exclusive Ontario distributor of R-Hauz Solutions Inc.'s
garden suite and laneway houses pursuant to the terms of a
distribution and marketing agreement between the parties. The
agreement has an initial term of five years which may be extended
for another five year periods subject to Happi Builds satisfying
certain sales targets.
The closing of the Transaction is subject to a number of
conditions, including: (i) CT and Happi Builds successfully
completing a financing; (ii) the Resulting Issuer satisfying the
Exchange's initial listing requirements; (iii) Exchange approval;
(iv) employment of Matthew Soloway
as Chief Executive Officer on closing of the Transaction; and (v)
no material adverse change occurring in CT or Happi Builds.
Pursuant to the terms of the Agreement, CT will seek to advance an
unsecured loan of $25,000 and a
secured loan in the amount of $225,000 to Happi Builds, subject to the
requirements and conditions of the Exchange Policies, including but
not limited to, Exchange acceptance.
Upon completion of the Transaction, Happi Builds will become a
wholly-owned subsidiary of CT and the Resulting Issuer will
continue with the business of Happi Builds. Former shareholders of
Happi Builds will hold approximately 44.6% and the existing
shareholders of CT will hold approximately 55.4% of the issued and
outstanding shares of the Resulting Issuer (before taking into
account the CT financing or exercise of any options of CT).
Prior to the closing, CT is to undertake a private placement.
Additional information with respect to the private placement will
be disclosed in a subsequent news release.
Sponsorship of the Transaction is required by the Exchange
Policies unless an exemption is obtained. CT intends to seek an
exemption from the sponsorship requirements in accordance with the
Exchange Policies.
Subject to the Exchange acceptance, Matthew Soloway, the current president of Happi
Bulds, will become the Chief Executive Officer of the Resulting
Issuer and the following individuals are currently expected to
comprise the Resulting Issuer's directors, officers and insiders
immediately following closing of the Transaction. In addition,
former shareholders of Happi Builds may appoint an additional
director to the board of directors of the Resulting Issuer at any
time following closing and prior to the 12-month anniversary of
closing of the Transaction.
Matthew Soloway, Director and
Chief Executive Officer
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, Mr. Soloway 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
in 2011 to a Canadian bank.
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 a major Canaidan bank and CEO of
Dundee Corporation. In addition to his business interests,
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.
Jonathan Westeinde –
Director
Mr. Westeinde is founder and CEO of the Windmill Development
Group ("Windmill"), a firm recognized as one of
Canada's most innovative
eco-social real estate firms. Windmill and its wholly
owned advisory subsidiary, Urban Equation, have been lead
developer or strategic advisor on Canada's most recognized and highest
performing large scale sustainable real estate developments,
including lead developer responsible for the initiation of the
first LEED Platinum community in Canada (Docksidegreen, Victoria) and the
first One Planet Living Community in Canada (Zibi, Ottawa). Under Mr. Westeinde's leadership
the team has been directly engaged in over $5B in high performing socially responsible
real estate outcomes. Mr. Westeinde is specifically interested
in creating alternative financing vehicles to create 'planet
fit' real estate assets and is a recognized leader in Canada for finding innovative solutions for
nonconventional lifecycle financing including innovative
partnerships to create zero carbon district energy systems and
energy services contracts to introduce geothermal and green loans.
Mr. Westeinde's most recent focus has been originating and
co-managing The One Planet Living Real Estate Fund, a new
real estate impact fund which is driving a $1B pipeline of new One
Planet Living communities in Canada. Mr. Westeinde sits on a number of
profit and non-profit boards and was recognized as one of
Canada's top Clean 16 in 2021
for contribution to clean capitalism in Canada and received the National Green
Building Leader award from the CaGBC in 2018. Mr. Westeinde
holds an MBA from Trinity College,
Ireland and a BA Economics
from the University of Western
Ontario.
Andrew Shapack – Director and
Chief Financial Officer
Mr. Shapack is the Founder of Mohawk Asset Management, a
Toronto-based real estate
private equity and asset management firm specialising in healthcare
properties. He has a lengthy real estate track record
including 37 medical office acquisitions, multiple REIT
formations and exits and is a veteran of Mohawk Medical
Properties REIT, GT Canada Medical Properties REIT and the
New York City office of
PricewaterhouseCoopers and law firm Paul Hastings. He founded the
first medical office REIT in Canada, GT Canada Medical Properties REIT,
where he served as the Chief Executive Officer. Upon the
successful sale of this publicly traded REIT, Mr. Shapack was the
co-founder of a private REIT called Mohawk Medical Properties
REIT. Mohawk purchased medical office buildings in Ontario,
Alberta, New York and Florida. This private REIT was sold to a
TSX-listed global healthcare real estate company. From 2014 –
2017, Mr. Shapack was a member of the Board of Trustees for
OneREIT, a real estate investment trust listed on the TSX,
where he served as Chairman of the
Audit Committee, Chairman of the Governance Committee and
member of the Investment Committee. OneREIT was successfully
sold to another REIT listed on the TSX and Mr. Shapack served on
the Special Committee. He currently is a Trustee, and Chairman
of the Audit Committee, with Nova Net Lease REIT. He is widely
recognized as an expert and pioneer in the field of North
American medical office buildings and has enjoyed invitations to
share his perspective on such programs as BNN-Bloomberg
"Market Call" and the Queen's Real Estate Roundtable. Mr. Shapack
is a lawyer admitted to the New
York and Connecticut Bar and practised with Paul Hastings
LLP in New York City in their Real
Estate Finance Department. He participated in large and complex
transactions involving REIT and UPREIT structures, joint
venture/preferred equity positions, opportunistic acquisitions of
real property, entity level investments, as well as various
high-yield debt instruments. Prior to legal
practice, also in New York
City, he was an associate with PricewaterhouseCoopers
in their Real Estate Securitization and Capital Markets Group.
He received a BA in Economics from the University of Wisconsin and law degree from
the Catholic University of America
in Washington, D.C.
Seldon (Jamie) James –
Director
Mr. James is a Managing Partner of Greensoil PropTech Ventures.
For over a decade prior to joining Greensoil, Mr. James was
the lead sustainability advisor to Tridel, Toronto's leading condominium developer,
where he contributed to the company's transition to a green
building leader with millions of square feet of LEED certified
projects. For six years, he was a Partner in the Windmill
Development Group, when they successfully developed
LEED-Platinum certified mixed-used buildings and
communities in Calgary,
Ottawa, and at Dockside Green in
Victoria. Mr. James' first foray
into cleantech investing in the real estate space was as
the founder of 350 Capital, a micro-VC fund that invested in green
building technologies such as Carbon xPrize winner Carbon Cure (greener
concrete), Enerworks (solar thermal), dPoint Technologies
(energy recovery technologies for HVAC), and Terracycle (upcycled
waste products). In 2011, working with the cleantech practice
at the MaRS Discovery District and Tridel, he founded Tower
Labs, a technology accelerator that manages in-situ pilot and
demonstration projects of green building technologies in large
buildings in Toronto. Installed
technology examples include electrochromic windows, water and
air heat recovery systems, energy storage, residential net-zero
energy systems, VRF systems, concrete carbonization, thermal
break cladding systems, and micro-grid systems, among
others. Mr. James serves on the Board of Directors of a number
of cleantech companies with a range of energy efficiency
technologies addressing the real estate industry, including HVAC
and lighting controls technologies, home energy storage
systems, and energy and sustainability benchmarking
software services. He was also an early director of the Canada
Green Building Council (2008-2011).
Cleo Kirkland – Director
Ms. Kirkland is the Managing Partner of Toronto and Montreal offices of Korn Ferry. She has extensive experience in
Insurance and is a member of the Legal, Risk and Compliance Centers
of Expertise. Ms. Kirkland has led hundreds of general counsel,
chief compliance officer, corporate secretary, chief risk officer
and other senior in-house legal, compliance, risk and executive
searches. Much of Ms. Kirkland's time is spent advising leading
Canadian and International law firms on succession planning,
expansion and targeted lateral partner recruitment. She also has
deep experience identifying functional leaders in operations,
marketing, finance, information technology and professional
development for law and other professional services firms. Ms.
Kirkland also brings diverse experience in Insurance working with a
broad range of clients, including diversified financial services
companies, multiline and multinational carriers, small monoline
writers and mutuals in Property Casualty (Personal Commercial,
Specialty, E&S), Life, and Group insurance, Brokerage,
Retirement and Annuities. Her recruiting experience spans an array
of functional areas and titles, e.g. CEO, President, CFO, COO, CMO,
CRO, and GM, as well as leaders in Finance, Underwriting, Product,
Actuarial, Sales, Marketing, Distribution, Claims, Operations, etc.
Ms. Kirkland is actively involved in broader firm-building
activities, including serving on the North American Promotions
Committee, acting as a faculty for new partner training and leading
development sessions for consultants across lines of business. She
also sits on the Participant Approval Committee for the Catalyst
Women On Board Program. Ms. Kirkland is a lawyer and before
starting her career in search, she practiced commercial litigation.
Ms. Kirkland holds a bachelor of arts in philosophy and music (with
First Class Honours) from Queen's University and both civil and
common law degrees (with Distinction) from McGill University. She was admitted to the Ontario
Bar in 2004.
Additional Information
Trading in the CT Shares will remain 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 the proposed
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.
Termination of Waverly Transaction
CT also announces that it has terminated the purchase and sale
agreement dated November 22, 2022 in
respect of the acquisition of the property located at 33 Waverly
Road, Toronto, Ontario.
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 Agreement, the loans and the
concurrent financings. 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
concurrent financings and associated transactions; the risk that
the ultimate terms of the Transaction, the concurrent financings
and associated transactions will differ from those that currently
are contemplated; the risk that the Transaction, the concurrent
financings 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.
SOURCE CarbonTech Capital Corp.
