CANS Wildpack Beverage Inc

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, BC, March 31, 2022 /CNW/ - Wildpack Beverage Inc. (TSXV: CANS) (OTC: WLDPF) ("Wildpack" or the "Company") is pleased to announce that it has closed its previously announced overnight marketed public offering (the "Offering") of convertible debenture units (the "Offered Debenture Units") of the Company at a price of C$1,000 per Offered Debenture Unit for total gross proceeds of C$5 million. 

The Offering was conducted by a syndicate of underwriters, including Roth Canada, Inc., as lead underwriter and sole bookrunner, and PI Financial Corp. (together, the "Underwriters").

Each Offered Debenture Unit consists of: (i) a principal amount 8% convertible unsecured debenture (the "Convertible Debentures") convertible into common shares of the Company at a conversion price of $1.00 per common share and maturing four years from the closing of the Offering (the "Maturity Date"); and (ii) 500 common share purchase warrants (the "Warrants"), with each Warrant entitling the holder thereof to acquire one common share of the Company at $1.50 per share for a period of two years ending March 31, 2024.

The principal amount of each Convertible Debenture will be convertible, for no additional consideration, at the holder's option into fully paid, non-assessable and freely-tradeable Conversion Shares (each a "Conversion Share") in Canada at any time prior to 5:00 p.m. (Eastern time) at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control. For the avoidance of doubt, any accrued and unpaid interest on the Convertible Debentures will be settled through cash payment only and shall not be convertible into common shares of the Company.  

At any time and from time to time following the expiry of 36 months after the Closing Date, the Company may, at its option, redeem pro rata all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price which is equal to 110% of the principal amount thereof, plus any accrued and unpaid interest that would otherwise be payable to the holder from the time of the Optional Redemption until the Maturity Date.

Furthermore, the Company would like to clarify certain information contained in its previously disseminated March 25, 2022, press release pertaining to the forced conversion of the Convertible Debentures. For the avoidance of doubt, the Company may force the conversion of all but not less than all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange Inc. (the "TSXV") is greater than $1.50 for the preceding ten consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash.

If, at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Common Shares on the TSXV, or other principal exchange on which the Common Shares are listed, is greater than $2.00 for ten (10) consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice, at the end of which any unexercised Warrants shall automatically expire.

In connection with the Offering, the Underwriters received a cash commission equal to $150,420 and the Company also issued compensation warrants to the Underwriters entitling them to purchase an aggregate of 50,420 common shares at a price of $1.00 per share for a period of two years following closing.

The net proceeds from the Offering will be used to fund the acquisition of strategic canning-related businesses located in the United States, capital expenditures associated with such acquisitions, and for general working capital purposes.

The Offered Debenture Units were offered in all of the provinces of Canada, except Québec, by way of a prospectus supplement dated March 28, 2022 (the "Prospectus Supplement") to Wildpack's short form base shelf prospectus dated March 11, 2022 (the "Base Shelf Prospectus"). The Base Shelf Prospectus and the documents incorporated by reference therein, including the Prospectus Supplement and any marketing materials, are available on the Company's SEDAR profile available at www.sedar.com.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Per:      "Mitch Barnard"
Mitch Barnard
Chief Executive Officer and Director

Fasken Martineau DuMoulin LLP is the legal advisor to Wildpack Beverage Inc. Wildeboer Dellelce LLP is acting as legal counsel for the Underwriters.

Wildpack is engaged in beverage manufacturing and packaging, operating in the middle market by providing sustainable aluminum can filling, decorating, packaging, and sleeve and label printing services to brands throughout the United States. Wildpack currently operates indirectly through its wholly owned subsidiaries and out of facilities in Baltimore, Maryland, Grand Rapids, Michigan, Atlanta, Georgia, Longmont, Colorado, Sacramento, California and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack commenced trading on May 19, 2021, on the TSX Venture Exchange under the symbol "CANS" and commenced trading on February 23, 2022, on the OTCQB® Venture Market under the symbol "WLDPF".

This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: our statements related to the use of proceeds of the Offering, the conversion of Convertible Debentures or the exercise of Warrants. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Wildpack's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Offering, including: that Wildpack's assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the beverage manufacturing and packaging sector in general; that future results may vary from historical results; and competition in the markets where Wildpack operates. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.  

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Wildpack Beverage Inc.