Old Carbeeza”) in exchange for common shares of the Company.
The Transaction was completed pursuant to the terms of an amalgamation agreement dated May 30, 2021, pursuant to which 49,245,000 common shares in the capital of the Company (“
Common Shares”) and 9,791,350 common share purchase warrants were issued to former shareholders of Old Carbeeza at a deemed price of $0.40 per Common Share.
As a result of the Transaction, Samaha acquired beneficial ownership and control over 7,415,510 Common Shares. The Common Shares were issued in exchange for the securities of Old Carbeeza held by Samaha prior to completion of the Transaction. As a result of the Transaction, Samaha has ownership and control over approximately 11.6% of the Common Shares on a non-diluted basis. Prior to the completion of the Transaction, Samaha had no ownership or control over any securities of the Company. Samaha does not currently have any plan to acquire or dispose of additional securities of the Company. However, Samaha may acquire additional securities of the Company, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position, depending on market conditions, reformulations, and/or other relevant factors.