PowerBand Announces Continuation of Strategic Transactions, Information on Executive Transfer of Stock Rights and Leadership Changes
TORONTO, ON / ACCESSWIRE / May 4, 2022 / PowerBand Solutions Inc.(TSXV: PBX) (OTCQB: PWWBF) (FRA: 1ZVA) (“power band“, “PABX“or the”Company“), a comprehensive e-commerce solution transforming the online experience for selling, trading, leasing and financing vehicles, wishes to inform shareholders that it is pursuing strategic transactions and negotiations with certain arm’s length third parties with a view to recapitalize the Company in order to continue the continued growth of the Company’s online platforms, while focusing on stabilizing costs and expenses. Further updates will be provided as they become available. There is currently no agreement regarding such transactions in place, and there is no guarantee that any such transactions will occur.
The Board of Directors learned on Friday, April 29, 2022 that Mr. Jennings had entered into an Amended and Restated Loan Agreement with an arm’s length lender (the “Lender“) on April 1, 2022 (the “Loan agreement“) for a total loan principal amount of $12,044,072. This represented a consolidation of a number of loans incurred over a period of time. As security for the consolidated loan amount, Mr. Jennings transferred certain rights, including including voting rights, of 44,188,828 ordinary borrowings of Company shares that he held (the “Safe actions“) to the lender. At this time, based on the limited information available to the Company and because the Loan Agreement represents a number of transactions over a period of time, the Company believes that the loan does not represent a “change of control” of the Company (as defined by the policies of the TSX Venture Exchange and applicable securities laws), but it continues to review the matter. , the Company understands that all rights to an amount of the common shares of the Company equal in number to the guaranteed shares would revert to Mr. Jennings provided that the loan is repaid and there is no intermediate event of default. Mr Jennings disputes that he ever intended to transfer voting control of the shares to the lender, and demanded that the lender immediately return voting control of the secured shares to him.
The board is continuing its internal review of the terms of the loan agreement, whether a change of control has occurred, and disclosure and other obligations of the parties. The board of directors has requested, and Mr. Jennings has agreed, that he will not participate in the corporate governance of the company and step down from the day-to-day operations of the company, which will be handled by Darrin Swenson, chief operating officer. operation of the company. officer and one director, who will serve as interim CEO. We understand that Mr. Jennings has retained independent counsel, is conducting his own review of loan agreement issues and has agreed to step aside so that he can focus on resolving these issues. If it is determined that a change of control has occurred, the TSX Venture Exchange may require a halt to trading in the common shares of the Company until its review of the change of control is complete.
About PowerBand Solutions Inc.
PowerBand Solutions Inc., listed on the TSX Venture Exchange and OTCQB markets, is a financial technology provider that is disrupting the automotive industry. PowerBand’s integrated cloud-based transaction platform facilitates transactions between consumers, resellers, backers and manufacturers (OEMs). It allows them to buy, sell, trade, finance and lease new and used vehicles, electric and non-electric, on any internet-connected phone, tablet or PC. PowerBand’s trading platform – registered as DRIVRZ™ – is available in North American and global markets.
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This press release contains forward-looking statements relating to the Company and other statements that are not historical facts. Forward-looking statements are often identified by words such as “will”, “may”, “should”, “anticipate”, “expect” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Company’s future plans and objectives, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Readers are cautioned that the assumptions used in preparing any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those anticipated due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. Accordingly, we cannot guarantee that any forward-looking statements will materialize, and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management when prepared, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any of the forward-looking statements included, whether as a result new information, future events or otherwise, except as expressly required by Canadian securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any 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 “United States Securities Act”) or any state securities law and may not be offered or sold in the United States unless registered under United States law. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
THE SOURCE: PowerBand Solutions Inc.
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