VANCOUVER, BC, Feb. 22,
2023 /CNW/ - Simply Better Brands Corp.
("SBBC" or the "Company") (TSXV: SBBC) (OTCQB: PKANF)
is pleased to announce that, further to its news releases dated
January 26, 2023, February 7, 2023 and February 15, 2023, it has successfully closed the
second and final tranche (the "Second Tranche") of its
$7,000,000 non-brokered private
placement (the "Offering").
Under the Second Tranche, the Company issued a total of
7,980,000 units ("Units") at a price of $0.25 per Unit for gross proceeds of $1,995,000. Each Unit consisted of one
common share of SBBC ("Common Share") and one-half of one
common share purchase warrant ("Warrant"). Each whole
Warrant entitles the holder to acquire one Common Share for a
period of two years following the closing of the financing at an
exercise price of $0.45 per Common
Share.
It is anticipated that the net proceeds of the Offering will be
used for new product development, channel expansion, category
expansion, debt reduction and general corporate working capital
purposes.
A significant participant in the private placement is VRG
Capital, a Toronto-based private
equity and investment banking firm. In recognizing the investment,
SBBC is appointing J. R. Kingsley
Ward, a Managing Partner at VRG, to its Board of Directors.
Kingsley has over thirty years of experience initiating,
structuring and monetizing private equity investments and currently
serves as the Chairman of Clarus Securities Inc. "We are excited to
leverage King's extensive experience and capability as we invest
our new financing for the highest return", says Paul Norman, Simply Better Brands Board
Chairman.
In connection with the Second Tranche, finders acting in
connection with the Offering received fees in the aggregate amount
of $111,300 and 445,200 non-transferable finder's warrants.
Each finder's warrant may be exercised to acquire one Unit at a
price of $0.25 per Unit until
February 21. 2025.
Insiders participated in the placement for a total of
approximately $150,000. A portion of the Offering
constituted a related party transaction within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101
("MI 61-101") as certain insiders of the Company
subscribed for an aggregate of 600,000 Units pursuant to the
Second Tranche. The Company is relying on the exemptions from the
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101,
as the fair market value of the participation in the Offering by
insiders does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company
did not file a material change report in respect of the related
party transaction at least 21 days before the closing of the
Offering, which the Company deems reasonable in the circumstances
in order to complete the Offering in an expeditious manner.
All securities issued in connection with the Offering will not
be able to be traded in Canada, or through the facilities of
the TSX Venture Exchange, for a period of four months and one day
from the date of closing. The Offering is subject to final TSX
Venture Exchange acceptance.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
securities in any jurisdiction in which such offer, solicitation,
or sale would be unlawful including any of the securities in
the United States of America. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "1933
Act"), or any state securities laws and may not be offered or
sold within the United States or
to, or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from
such registration requirements is available.
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, natural, and clean ingredient space. The Company
continues to focus on expansion into high-growth consumer product
categories including CBD, plant-based food and beverage, and the
global pet care and skin care industries. 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" as
such terms are used in applicable Canadian securities laws.
Forward-looking statements and information are based on plans,
expectations and estimates of management at the date the
information is provided and are subject to certain factors and
assumptions, including, among others, that the Company's financial
condition and development plans do not change as a result of
unforeseen events, the impact of the COVID-19 pandemic, the
regulatory climate in which the Company operates, and the Company's
ability to execute on its business plans. Specifically, this news
release contains forward-looking statements relating to, but not
limited to the intended use of proceeds from the Offering.
Forward-looking statements and information are subject to a
variety of risks and uncertainties and other factors that could
cause plans, estimates and actual results to vary materially from
those projected in such forward-looking statements and information.
Factors that could cause the forward-looking statements and
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company's
financial condition and development plans change, ability to obtain
necessary regulatory approvals for the transaction, as well as the
other risks and uncertainties applicable to the CBD or broader
wellness industries and to the Company, and as set forth in the
Company's annual information form available under the Company's
profile at www.sedar.com.
There is no representation by the Company that actual results
achieved will be the same in whole or in part as those referenced
in the forward-looking statements and the Company does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities law.
SOURCE Simply Better Brands Corp