VANCOUVER, BC, May 10, 2024
/CNW/ - Simply Better Brands Corp. (TSXV: SBBC) (OTCQB: PKANF)
("SBBC" or the "Company") is pleased to announce its
nomination of and support for the election of Erica Groussman as an additional director of the
Company. In addition, in order to allow shareholders of the Company
to consider the appointment of Ms. Groussman, the board of
directors of the Company has decided to postpone the annual general
and special meeting of shareholders of the Company (the
"Meeting") from May 15, 2024
to May 24, 2024 at 9:00 a.m.
(Toronto time) at 60 Adelaide St.
E, Suite 1000, Toronto, Ontario,
M5C 3E4. Ms. Groussman is expected to be nominated for
election at the Meeting.
Ms. Groussman is the co-founder and Chief Executive Officer of
Tru Brands, Inc., a leading health
and wellness brand specializing in nutritious food products which
the Company acquired in March 2021. Since 2018, Ms. Groussman
has led the expansion of Tru Brands,
Inc. throughout retail stores in Canada and direct-to-consumer channels in
the United States.
To add Ms. Groussman as an additional director nominee at the
Meeting, it is anticipated that motions will be made to amend the
resolutions put before the Meeting regarding (i) the fixing of the
number of directors to be elected; and (ii) the director nominees
to be elected at the Meeting. Shareholders wishing to vote
with respect to the increase in the size of the board of directors
and the election of Ms. Groussman should review the Company's
management information circular dated March
29, 2024 in respect of the Meeting (the "Circular"),
which is available on SEDAR+ at www.sedarplus.com so that they may
attend and vote at the Meeting.
Additional Information
In order to add Ms. Groussman as an additional director nominee
at the Meeting, it is anticipated that a motion will be made at the
Meeting to amend the resolution fixing the number of directors of
the Company and that the Shareholders will be asked to consider and
approve an ordinary resolution to fix the number of directors of
the Company at six (6) directors, rather than five (5) directors as
currently contemplated in the Circular. Management of the Company
intends to rely on its discretionary authority granted in proxies
currently being solicited in conjunction with the Circular to vote
in favour of the resolution setting the number of directors to be
elected at six (6).
In order to add Ms. Groussman as an additional director nominee
at the Meeting, it is also anticipated that a motion will be made
to add Ms. Groussman as an additional director nominee, in addition
to those nominees as set out in the Circular.
The below sets forth certain additional information regarding
Ms. Groussman:
Name, Municipality
of Residence, Office & Age
|
Present Occupation
and Position Held During the Last Five Years
|
Number and
Percentage of common shares of the Company ("Common Shares") Held
or Controlled as at the date hereof(1)
|
Erica
Groussman
Miami Beach,
Florida
Director
Nominee
Age:
41
|
CEO of Tru Brands Inc.
(a wellness company) since January 2018.
Director Since:
Director nominee
Status: Not
independent
Board
Committees: None
Public Board
Membership: None
|
3,880,000
(4.5 %)
|
Note:
(1) Percentages based on 84,490,904
Common Shares issued and outstanding as of the date hereof.
Securities beneficially owned, directly or indirectly, or over
which control or direction is exercised, as of the date hereof,
based upon information furnished to the Company by Ms.
Grossman.
At the Meeting, directors will be elected to hold office until
the next meeting of the Shareholders at which the election of
directors is considered, or until his/her successor is duly elected
or appointed, unless he/she resigns, is removed or becomes
disqualified in accordance with the articles of the Company or the
Business Corporations Act (British
Columbia).
To the knowledge of SBBC, except as disclosed in the Circular,
no proposed director as of the date of the Circular or within 10
years of the date of the Circular, has been a director or chief
executive officer or chief financial officer of any company
(including SBBC) that: (a) was the subject of an order (as defined
below) that was issued while the director or executive officer was
acting in the capacity as director, chief executive officer or
chief financial officer; or (b) was subject to an order that was
issued after the director or executive officer ceased to be a
director, chief executive officer or chief financial officer, and
which resulted from an event that occurred while that person was
acting in the capacity as a director, chief executive officer or
chief financial officer. For the purposes of this paragraph,
"order" means a cease trade order, an order similar to a cease
trade order or an order that denied the relevant corporation access
to any exemption under securities legislation, in each case that
was in effect for a period of more than 30 consecutive days.
To the knowledge of SBBC, except as disclosed in this press
release and in the Circular and below, no proposed director: (a) as
of the date of the Circular, or within 10 years before the date of
the Circular, has been a director or executive officer of any
company (including SBBC) that, while that person was acting in that
capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or (b) has within the 10 years before the date
of the Circular, become bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency, or become subject
to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed
to hold the assets of the proposed director.
Following the date of the Circular, the Company suspended
operations of its 50.1% owned subsidiary, PureKana, LLC
("PureKana") of which Paul
Norman acted as a director. Following the Company's decision
to suspend operations, PureKana commenced bankruptcy proceedings
under Chapter 7 of the Bankruptcy Code of the United States.
To the knowledge of SBBC, no proposed director has, as of the
date of the Circular, been subject to any: (a) penalties or
sanctions imposed by a court relating to Canadian securities
legislation or by a Canadian securities regulatory authority or has
entered into a settlement agreement with a securities regulatory
authority; or (b) other penalties or sanctions imposed by a court
or regulatory body that would be likely to be considered important
to a reasonable security holder in deciding whether to vote for the
proposed director other than a settlement agreement entered
into before December 31, 2000 that
would likely not be important to a reasonable securityholder in
deciding whether to vote for a proposed director.
Other than as described in the Circular, no individual who was
at the date of the Circular, or at any time since the beginning of
the Company's last financial year was, a director or executive
officer of SBBC, no proposed nominee for election as a director of
SBBC, or any associate of any of them is, or at any time since the
beginning of the Company's last financial year was has been,
indebted to SBBC or any of its subsidiaries or was indebted to
another entity, which indebtedness is, or was at any time since the
beginning of the Company's last financial year, the subject of a
guarantee, support agreement, letter of credit or other similar
arrangement or understanding provided by SBBC or any of its
subsidiaries.
The Company is not aware of any material interests, direct or
indirect, by way of beneficial ownership of securities or
otherwise, of any director or executive officer, proposed nominee
for election as a director or any insider, or any associate or
affiliate of any of the foregoing, in any transaction in the
preceding financial year or any proposed or ongoing transaction of
the Company which has or will materially affect the Company.
Other than as disclosed in the Circular and as of the date of
the Circular, management of the Company is not aware of any
material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter to be acted
upon at the Meeting, other than the election of directors, the
appointment of auditors and the approval of the Omnibus Plan (as
defined in the Circular), of any person or company who has been:
(i) a director or executive officer of the Company at any time
since the beginning of the Company's last financial year; (ii) any
proposed nominee for election as a director of the Company; or
(iii) any associate or affiliate of any of the foregoing
persons.
The record date for determining the securityholders eligible to
vote at the Meeting will remain the close of business on March
27, 2024. Shareholders who have already submitted a proxy do not
need to vote again for the postponed Meeting. The updated deadline
to submit a proxy is 9:00 a.m. (Toronto time)
on May 22, 2024.
Equity Compensation
Grants
The Company also announces that it has granted an aggregate of
3,560,000 incentive stock options ("Options") to certain
directors, officers and employees of the Company to acquire an
equal number of Common Shares in the capital of the Company under
the Omnibus Plan. The Options were granted at an exercise price of
$0.40 per Common Share and, subject
to vesting, entitle the holders thereof the right to acquire Common
Shares for a five year term expiring on May 10, 2029. Two
million of the Options shall vest in four equal tranches with
twenty-five percent vesting on the first, second, third and fourth
anniversaries of the date of grant. The remaining Options shall
vest in two equal tranches on the first and second anniversary of
the date of grant, subject to and in accordance with the Company's
Omnibus Plan and the policies of the TSX Venture Exchange.
The Company has also granted an aggregate of 2,000,000
restricted share units ("RSUs") to certain members of
management. The RSUs will vest on the one year anniversary of the
date of grant. Upon vesting, each RSU will entitle the holder
thereof to receive one Common Share or to receive the cash
equivalent thereof, subject to the discretion of the Company.
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.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking
Information
Certain statements contained in this news release constitute
"forward-looking information" and "forward looking statements"
(collectively, "forward-looking statements") as such terms
are used in applicable Canadian securities laws and are based on
plans, expectations and estimates of management at the date of this
press release. Forward-looking statements include, without
limitation, statements with respect to the Meeting, including the
expected motions to amend resolutions at the Meeting and the voting
results thereof. The words "engaged in", "evaluating", "continuing
to", "enable", "is reviewing", "potential", "intend", "believes",
"aims" or variations of such words and phrases or statements that
certain future conditions, actions, events or results "will",
"may", "could", "would", "should", "might" or "can", or negative
versions thereof, "occur", "continue" or "be achieved", and other
similar expressions, identify forward-looking statements.
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. Forward looking statements contained
in this press release are based on various assumptions and 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 in the Company's
annual management discussion and analysis for the year ended
December 31, 2023, which is available
under the Company's SEDAR+ profile at www.sedarplus.com. 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 press release are qualified by these cautionary
statements.
SOURCE Simply Better Brands Corp.