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VANCOUVER, BC, May 9, 2024
/CNW/ - Simply Better Brands Corp. (the "Company" of
"SBBC") (TSXV: SBBC) (OTC: SBBCF) is pleased to announce the
closing of its upsized non-brokered private placement (the
"Private Placement"), previously announced April 17, 2024 and April
29, 2024, totalling in aggregate $4
million dollars. All currency in this news release is
denominated in Canadian dollars.
Specifically, the Company completed the issuance of 11,428,568
units (a "Unit") at a price of $0.35 for gross proceeds of $4 million dollars. Each Unit is comprised of one
common share in the capital of the Company (a "Common
Share") and one-half of one transferrable Common Share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant
entitles the holder to purchase one additional Common Share in the
capital of the Company (a "Warrant Share") for a period of
24 months from the date of issue at an exercise price of
$0.45 per Warrant Share.
The Company intends to use the expanded net proceeds of the
Private Placement to support the growth and continued market
expansion of TRUBAR protein bars sold by its subsidiary, Tru Brands
Inc., to a growing list of major retailers and through online
channels across North America.
Proceeds will also be used for the expansion of the No BS Skincare
business and for general corporate and working capital
purposes.
The Company paid aggregate finders fees of $51,450 in cash, being 7% of the total capital
raised under the Private Placement from subscribers introduced to
the Company by the finder, and issued 147,000 finders warrants (the
"Finders Warrants"). Each Finders Warrant entitles
the holder to purchase one Common Share for a period of 24 months
from the date of issue at an exercise price of $0.35 per share. The Finders Warrants and any
Common Shares issued upon their exercise are subject to the
statutory hold period of four months and one day from the date of
issuance, in each case, in accordance with applicable Canadian
securities laws.
The Units issued under the Private Placement were offered to
purchasers pursuant to the listed issuer financing exemption under
Part 5A of National Instrument 45-106 - Prospectus
Exemptions ("NI 45-106"). Accordingly, the securities
issued to subscribers under the Private Placement are not subject
to resale restrictions. All of the Units issued to Participating
Insiders (as defined below) are subject to a hold period of four
months and one day from the date of issuance in accordance with the
policies of the TSX Venture Exchange.
Certain insiders of the Company (the "Participating
Insiders") participated in the Private Placement and
acquired an aggregate of 3,778,570 Units. Such participation is
considered a related party transaction within the meaning of
Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101"). In completing the Private Placement, the Company
relied on the applicable exemptions from the formal valuation and
minority security holder approval requirements available under
Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the
basis that neither the fair market value of the subject matter of,
nor the fair market value of the consideration for, the Private
Placement, insofar as it involves the Participating Insiders,
exceeds 25% of the Company's market capitalization calculated in
accordance with MI 61-101. The Company did not file a material
change report 21 days prior to the closing of the Private Placement
as the details relating to the participation of the Participating
Insiders were not settled until shortly prior to the closing of the
Private Placement. Further information regarding the Private
Placement will be provided in a material change report to be filed
by the Company.
Early Warning Reporting Requirements
In connection with the Private Placement, J R Kingsley Ward,
directly and indirectly subscribed for and acquired 2,207,142 Units
at a price of $0.35 per Unit (the
"Subscription"). Prior to the Subscription, te Mr. Ward ,
through VRG Investments Corp., held 4,000,000 Common Shares,
2,000,000 Common Share purchase warrants and 150,000 restricted
share units, representing, in the aggregate, 5.46% of the issued
and outstanding Common Shares, on an undiluted basis (7.76% of the
Common Shares on a partially-diluted basis), based on the issued
and outstanding shares of the Company prior to completing the
Private Placement.
Following completion of the Private Placement, Mr. Ward owns
directly or exercises control or direction over (i) 6,207,143
Common Shares; (ii) 3,103,571 Warrants, and (iii) 150,000
restricted share units, representing 7.35% of the issued and
outstanding Common Shares on an undiluted basis (10.78% of the
Common Shares on a partially-diluted basis), as of the date
hereof.
The Subscription by Mr. Ward occurred through a subscription
from treasury for investment purposes. Mr. Ward may, in the future,
purchase, hold, vote, trade, dispose or otherwise deal in the
securities of SBBC in such manner as he deems advisable.
An early warning report will be filed in accordance with
applicable securities laws and will be available on SBBC's profile
on SEDAR+ at www.sedarplus.com, or may be obtained directly from
SBBC by telephoning the contact below or mailing SBBC at its head
office: 206 - 595 Howe Street, Vancouver,
British Columbia, V6C 2T5.
About Simply Better Brands
Corp.
Simply Better Brands Corp. leads an international omni-channel
platform with diversified assets in the emerging plant-based and
holistic wellness consumer product categories. The Company's
mission is focused on leading innovation for the informed
Millennial and Generation Z generations in the rapidly growing
plant-based wellness, natural, and clean ingredient space. The
Company continues to focus on expansion into high-growth consumer
product categories including plant-based food, clean ingredient
skincare and plant-based wellness. For more information on Simply
Better Brands Corp., please visit:
https://www.simplybetterbrands.com/investor-relations.
Cautionary Note Regarding
Forward-Looking Information
Certain statements in this news release constitute
"forward-looking information" and "forward-looking statements"
(collectively, "forward-looking statements")
within the meaning of applicable Canadian securities laws and are
based on assumptions, expectations, estimates and projections as of
the date of this news release. Forward-looking statements in this
news release include statements with respect to, among others, the
Company's business strategy, plans and other expectations, beliefs,
goals, objectives, and information and statements about the
intended use of proceeds of the Private Placement and any other
regulatory approvals with respect to the Private Placement.
Forward-looking statements are often, but not always, identified by
words or phrases such as "expects", "is expected", "anticipates",
"believes", "plans", "projects", "estimates", "assumes", "intends",
"strategies", "targets", "goals", "mission", "forecasts",
"objectives", "budgets", "schedules", "potential" or variations
thereof or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved,
or the negative of any of these terms and similar
expressions. Forward-looking statements are necessarily based
upon management's perceptions of historical trends, current
conditions and expected future developments, as well as a number of
specific factors and assumptions that, while considered reasonable
by the Company as of the date of such statements, are outside of
the Company's control and are inherently subject to significant
business, economic and competitive uncertainties and contingencies
which could result in the forward-looking statements ultimately
being entirely or partially incorrect or untrue. The
forward-looking statements contained in this news release are based
on various assumptions and factors, including, but not limited to
that the risk factors noted below, collectively, do not have a
material impact on the Company's business, operations, revenues
and/or results. By their nature, forward-looking statements are
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct, and that
objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the
control of the Company, could cause the actual results of the
Company to differ materially from the results, performance,
achievements or developments expressed or implied by such
forward-looking statements. Such risk factors include but are not
limited to those factors which are discussed under the headings
"Factors Affecting the Company's Performance" in the Company's most
recent management's discussion and analysis and "Risks and
Uncertainties" in the Company's management discussion and analysis
for the year ended December 31,
2023, which are available under the Company's SEDAR+ profile
at www.sedarplus.com. The risk factors are not intended to
represent a complete list of the factors that could affect the
Company and the reader is cautioned to consider these and other
factors, uncertainties and potential events carefully and not to
put undue reliance on forward-looking statements. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Forward-looking statements are provided for the purpose of
providing information about management's expectations and plans
relating to the future. The Company disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
or to explain any material difference between subsequent actual
events and such forward-looking statements, except to the extent
required by applicable law. All of the forward-looking statements
contained in this news release are qualified by these cautionary
statements.
SOURCE Simply Better Brands Corp.