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Torino Power director Kessler acquires 675,000 shares

2020-06-05 08:49 ET - News Release

Mr. Benjamin Kessler reports

BENJAMIN KESSLER ANNOUNCES ACQUISITION OF SECURITIES OF KABN SYSTEMS NA HOLDINGS CORP.

On June 4, 2020, KABN Systems NA Holdings Corp. (formerly Torino Power Systems Inc.) and KABN Systems North America Inc. (KABN Inc.) completed the previously announced business combination. The business combination was completed by way of a three-cornered amalgamation, pursuant to which the KABN North America acquired all of the issued and outstanding shares of KABN Inc. and issued one common share of KABN North America to KABN Inc. shareholders in exchange for each issued and outstanding KABN share. As a result of the share exchange, Benjamin Kessler acquired beneficial ownership and control of 675,000 common shares. Mr. Kessler also now has beneficial ownership of 775,000 common shares that are issuable upon exercise of: (a) 175,000 KABN Inc. warrants that are now exercisable into common shares and (b) 600,000 KABN Inc. options that are now exercisable into common shares. As Mr. Kessler is a director and officer of Crypto KABN Holdings Inc. (CK), CK may have or share control or direction over the common shares held by CK. In the share exchange, CK acquired beneficial ownership and control of 12.5 million common shares. Mr. Kessler may be considered to share control and direction over the CK acquired shares. Mr. Kessler's 675,000 common shares represent approximately 1.0 per cent of KABN North America's issued and outstanding common shares after the business combination, on an undiluted basis. Assuming conversion of the acquired underlying shares, Mr. Kessler has beneficial ownership of common shares that represent approximately 2.2 per cent of KABN North America's issued and outstanding common shares, on a partially diluted basis. Including the CK acquired shares, the common shares owned or under control or direction by Mr. Kessler, represent approximately 20.0 per cent of KABN North America's issued and outstanding common shares after the business combination, on an undiluted basis, and assuming conversion of the acquired underlying shares, approximately 21.0 per cent of KABN North America's issued and outstanding common shares, on a partially diluted basis.

The head office of KABN North America is located at 1-7357 Woodbine Ave., Suite 605, Markham, Ont., L3R 6L3.

This press release is issued pursuant to National Instrument 62-103, which requires a report to be filed on SEDAR containing additional information with respect to the foregoing matters. A copy of the related early warning report may be obtained on KABN North America's SEDAR profile or by contacting Mr. Kessler care of KABN North America, telephone: 647-725-7742.

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