January 14, 2022
Vancouver, BC – Tribe Property Technologies (TSXV: TRBE) (OTCQB: TRPTF) (“Tribe” or the “Company”) has closed its previously announced brokered financing pursuant to which the Company raised aggregate gross proceeds of $21 million from the sale of units of the Company (each, a “Unit”) at a price of $4.00 per Unit (the “Offering”). Round13 Growth Fund (“Round13”), a highly respected, late-stage growth equity investment fund, part of the Round13 Capital family of funds, was the lead investor for the financing and subscribed for $10 million worth of Units. The gross proceeds of this Offering included proceeds raised from the full exercise of the option granted to the Agents (as defined below).
“We’re delighted that our private placement was oversubscribed and excited by the support we’ve received from the investment community. This financing is a clear vote of confidence in the milestones Tribe has achieved, and our roadmap for the future,” said Joseph Nakhla, Tribe CEO. “This financing, led by Round13, enables the Company to continue to execute on our acquisition pipeline, while advancing the deployment of our new products and services to the growing condo and rental market.”
“The digitization of the property management industry is long overdue, and we expect Tribe will lead a significant transformation across the industry,” said Sanjiv Samant, Managing Partner of Round13 Capital.
The net proceeds of the Offering will be used for executing on the Company’s acquisition pipeline, working capital and general corporate purposes.
The Offering was led by Stifel GMP as sole bookrunner and together with Cormark Securities Inc. as co-lead agents and on behalf of a syndicate of agents including Laurentian Bank Securities, Eight Capital and PI Financial Corp (the “Agents”). Stifel GMP acted as a financial advisor to the Company in connection with the strategic investment by Round13.
Each Unit consists of one common share (each, a “Common Share”) and one common share purchase warrant (“Warrant”) of the Company. Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (each, a “Warrant Share”) at a price of $5.10 per Warrant Share, until January 14, 2025, subject to adjustment in certain events.
All securities issued pursuant to the Offering are subject to a statutory hold period of four months plus a day expiring on May 15, 2022.
In connection with the Offering, the Company paid to the Agents a cash fee of $1,197,000 and issued to the Agents 299,248 compensation warrants (each, a “Broker Warrant”). Each Broker Warrant shall entitle the holder thereof to acquire one common share in the capital of the Company (each, a “Broker Share”) at a price of $5.10 per Broker Share, until January 14, 2025, subject to adjustment in certain events.
In connection with Round13’s participation in the Offering and subject to regulatory and corporate law requirements, Round13 has been provided with certain rights, including: (i) right to nominate one director to the board of the Company at the Company’s next annual general or special meeting of its shareholders; and (ii) right to recommend a qualified independent director to the board of the Company at the Company’s next annual general or special meeting of its shareholders.
Early-Warning Reporting Matters
As a result of its participation in the Offering, Round13, located at 300-100 Broadview Avenue, Toronto ON M4M 3H3, acquired beneficial ownership of 2,500,000 Common Shares and 2,500,000 Warrants, representing 11.82% of the issued and outstanding Common Shares on a non-diluted basis and 21.14% of the issued and outstanding Common Shares on a partially-diluted basis. Round13 will be a “Control Person” as that term is defined under the policies of the TSX Venture Exchange by virtue of holding more than 20% of the issued and outstanding Common Shares on a partially-diluted basis.
Round13’s acquisition of Units requires the disclosure included in this press release and the filing of an early warning report (the “Early Warning Report”) for purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the Early Warning Report will be filed under the Company’s profile on www.SEDAR.com.
Round13 participated in the Offering in the ordinary course of its business and acquired the Units for investment purposes. In accordance with applicable securities laws and subject to applicable stock exchange requirements, Round13 or its related entities may from time to time and at any time directly or otherwise, increase or decrease its ownership, control or direction of Common Shares and/or other equity, debt or other securities or instruments (collectively, “Securities”) of the Company in the open market or otherwise, by privately negotiated agreement, or otherwise. Round13’s determination may be driven by various factors including without limitation the Company’s financial position, the price levels of the Common Shares of the Company, conditions in the securities markets and general economic and industry conditions, the Company’s business or financial condition and other factors and conditions Round13 deems appropriate. For further information please refer to the Early Warning Report on the Company’s SEDAR profile.
In connection with its investment in the Company, certain shareholders of the Company, holding an aggregate of approximately 45.95% of the Company’s Common Shares (after giving effect to the Offering), entered into voting support agreements in favour of Round13 pursuant to which they have agreed to vote their shares in favour of Round13’s director nominees and the independent director nominee, subject to the terms and conditions provided for therein.
This press 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 or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Tribe Property Technologies
Tribe is a property technology Company that is digitizing the traditional property management industry. As a rapidly growing tech-forward property management Company, Tribe’s integrated service-technology delivery model serves the needs of a much wider variety of stakeholders than traditional service providers.
Tribe’s three revenue pillars are made up of software and service (recurring licensing and management fees), transactional (rent or condo fees, banking services, lease-ups) and digital services and partnership (smart building products, financial and insurance service) revenue.
Tribe seeks to acquire highly accretive targets in the fragmented North American property management industry and transform these businesses through streamlining and digitization of operations. Tribe’s platform decreases customer acquisition costs, increases retention, and allows for the addition of value-added products and services through the platform. Visit tribetech.com for more information.
ON BEHALF OF THE BOARD
Chief Executive Officer
About Round13 Growth Fund
Round13 Growth Fund is a Toronto-based late-stage growth equity fund that supports tech-enabled businesses in Canada. Round13 Growth leverages deep strategic relationships, capital markets expertise and growth equity investment experience to add value to its portfolio companies with a hands-on approach. Round13 Growth is part of the Round13 Capital family of funds. For additional information, visit www.round13.com.
Chief Executive Officer
1155 West Pender Street, Suite 419 Vancouver, British Columbia
Corporate + Media
VP Communications and Marketing
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement on Forward-Looking Information
This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the expected use of proceeds from the Offering and the Company’s goals and strategy. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include changes to applicable laws or the regulatory sphere in which the Company operates, general economic and capital markets conditions, and stock market volatility. Although the Company believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether because of new information, future events or otherwise.