FOR IMMEDIATE RELEASE - FROM KALAHARI GREENTECH, INC.
Kalahari Greentech Announces Plans to Merge With Pizza Fusion, a Franchisor of Organic Fare Pizza Restaurants, and Its Name Change to PF Hospitality Group, Inc.
Company to Complete 1-for-2000 Reverse Stock Split and Reduce Authorized Shares to Complete Merger
(ATLANTA, GA.) June 1, 2015 Kalahari Greentech, Inc. (OTC PINK: KHGT) (the "Company" or "KHGT"), announced today plans to merge With Pizza Fusion Holdings, Inc., a franchisor of organic fare pizza restaurants and change its name to PF Hospitality Group, Inc. to reflect its future plans to operate in the dining and hospitality industry. The merger is expected to close by June 30, 2015. Pizza Fusion Holdings is a franchisor of pizza restaurants specializing in organic fare free of artificial additives, like preservatives, growth hormones, pesticides, nitrates and trans fats. Pizza Fusion proudly offers health conscious alternatives, such as gluten-free pizza, brownies, and beer, as well as vegan selections. Pizza Fusion offers its customers a 75% organic menu featuring an eclectic variety of gourmet sandwiches, salads, desserts, beer and wine. Pizza Fusion evaluates its operations from an environmental perspective in an effort to minimize its ecological footprint
Pizza Fusion Holdings also owns a 100% interest in Shaker & Pie, Inc., a modern urban bistro in the heart of downtown Boca Raton, which is slated to open in the fall of 2015. Shaker & Pie combines wood-fired pizzas and healthy & hearty Italian influenced street food.
As part of the terms of a May 26, 2015 merger agreement, the Board of Directors and a majority of the Company's shareholders approved a reverse stock split on a 1 share per 2,000 basis. The reverse stock split is subject to approval by FINRA. If the reverse stock split is approved, every 2,000 shares of the Company's common stock will be combined into one issued and outstanding share without any change in the par value of such shares. Also, the Company is in the process of obtaining FINRA approval of its amendment of its Articles of Incorporation reducing the number of authorized shares from 2,000,000,000 to 520,000,000, of which 500,000,000 shares will be common stock and 20,000,000 shares will be preferred stock.
Under the terms of the proposed merger with Pizza Fusion, we agreed to exchange 17,117,268 shares of our common stock (after giving effect to the reverse stock split) for 100% of the Pizza Fusion common shares and a warrant to purchase one share of our common stock at $.25 per share for a period of three years. In addition, the Pizza Fusion founders, Vaughan Dugan and Randy Romano have each agreed to purchase 21,441,366 shares of our common stock and 1,000,000 shares of our Series A preferred stock prior to the closing of the merger at a price of $.0001 per share. Closing under the merger agreement is contingent on (i) our amendment of our articles of incorporation to authorize the 1 to 2,000 reverse stock split, our corporate name change to PF Hospitality Group, Inc., appointment of Messrs. Dugan and Romano to our board of directors, the resignation of David Kugelman as our Chief Executive Officer and Directors and the approval of holders of at least 51% of Pizza Fusion's common stock, holders of our convertible debt in the original principal amount of $65,600 agreeing to convert such debt into 40,000,000 shares of our common stock and other conditions typical of transactions of this type.
For more information on Pizza Fusion, visit www.pizzafusion.com or follow the restaurant on Facebook or Twitter (@PizzaFusion). For more information on Shaker & Pie, visit http://www.shakerandpie.com or follow the restaurant on Facebook (https://www.facebook.com/shakerandpie) or Twitter About PF Hospitality Group: PF Hospitality Group owns the Pizza Fusion and Shaker & Pie restaurant brands. Pizza Fusion was founded in the best interest of the individual and the environment, Pizza Fusion is based out of Boca Raton, FL, the all-natural pizza restaurant chain offers fresh, natural, and healthier foods at its eco-friendly locations worldwide. Pizza Fusion's mission is to uphold the highest level of integrity in all they do, from the quality and origin of their food to their care for the health of their customers and the environment. The restaurant chain was recognized by Nation's Restaurant News in 2010 with its "Hot Concept" award. Pizza Fusion, "Saving the Earth, One Pizza at a Time." For additional information on Pizza Fusion, visit http://www.pizzafusion.com.
Safe Harbor and Forward-Looking Statements:
This news release contains statements that involve expectations, plans or intentions (such as those relating to future expansion or financial results) and other factors discussed from time to time in the Company's OTC Markets filings. These statements are forward-looking and are subject to risks and uncertainties, so actual results may vary materially. You can identify these forward-looking statements by words such as "may," "should," "expect," "anticipate," "believe," "estimate," "intend," "plan" and other similar expressions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors not within the control of the company. The company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.