Yerbaé Brands Corp. (formerly, Kona Bay Technologies Inc.)
(“Yerbaé” or the “Company”), is pleased to announce
that, further to its news releases dated May 24, 2022, November 23,
2022, December 22, 2022, and February 3, 2023, it has successfully
completed its merger and business combination of the Company with
Yerbaé Brands Co. (“Yerbaé US”), a Delaware incorporated
plant-based energy beverage company operating out of Scottsdale,
Arizona (the “Transaction”).
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Yerbaé Plant-Based Energy, caffeinated by
Yerba Mate. (Photo: Business Wire)
Todd Gibson, co-founder, CEO and Director of Yerbaé stated, “I
am thrilled to announce that Yerbaé is taking the next step in its
journey by going public. This is an exciting time for our company
and a testament to the hard work and dedication of our employees.
Going public will provide us with the capital and resources to
accelerate our growth, enhance our brand, and expand our reach. It
will also give us the opportunity to bring in new investors who
share our vision and mission.”
“I have seen firsthand the hard work, dedication, and passion
that has gone into building this business, and I am truly grateful
for the support of our employees, customers, and partners along the
way. This marks a significant milestone in our journey, and I
couldn’t be more excited for what the future holds for Yerbaé as a
public company,” said Karrie Gibson, co-founder, COO and Director
of Yerbaé.
Yerbaé Corporate Update
*Yerbaé has experienced significant growth, fueled by some of
its largest retailers such as Sprouts Farmers Market, Costco,
Albertson’s, Safeway, Shaws, Acme, Jewel, Stop N Shop, Winco and
many more.
*Vistar (NYSE: PFGC), the industry leading vending and pantry
service provider, has successfully capitalized on the reopening of
the workplace across the country. Vistar is Yerbaé’s distribution
partner and investor, and they have assisted the brand in
connecting with consumers in the workplace through its relations
with major pantry outlets in office retailers, schools, and
vending.
*In Q3 2022, Yerbaé launched the world’s first Pumpkin Spice
energy drink as seen on Fox News nationally, and local CBS, NBC and
ABC affiliates around the country. Pumpkin Spice season is one of
the most beloved times of the year and Yerbaé has captured the
essence of fall in a can. The first of its kind innovation of
Pumpkin Spice Energy was made with seasonal spices and delivered a
unique experience to consumers with zero sugar, calories,
carbohydrates or fat.
*The company added William Finn, an accomplished public company
finance professional, as its Chief Financial Officer. His most
recent public company role was CFO for Legacy Acquisition Corp, a
Special Purpose Acquisition Corp that listed on the NYSE in the 4th
Quarter 2017 and raised $300m with its IPO. Proceeds from the IPO
in addition to senior secured debt was used to acquire a company in
the consumer products space.
*Yerbaé is excited to welcome and work side-by-side with a newly
formed board of directors. Joining Karrie Gibson and Todd Gibson as
directors are Andy Dratt (Chief Commercial Officer and Partner of
Imbibe), Carl Sweat (Co-Founder and Managing Partner of ThermaMDX)
and Rose Zanic (President of RCF Advisors). This talented group of
individuals with diverse backgrounds will help lead the strategic
direction of the company. The board of directors includes
individuals with a proven track record of success in fields such as
finance, legal, marketing, research, and development. They bring a
diverse range of perspectives and ideas, and they are committed to
supporting the company and helping Yerbaé reach new heights. The
brand is honored to have such a talented and dedicated group of
individuals serving on our board of directors.
*In the calendar year 2022, the company made several significant
investments in marketing activities designed to reach new consumers
and retain existing customers. Some of these marketing activities
introduced the brand to the fitness community - notably including
CrossFit where Yerbaé signed one of their celebrity investors,
Annie Thorisdottir, the first woman to win the CrossFit Games
twice. The CrossFit space has also led them to other significant
athletes that have joined with Yerbaé over the last year.
The Transaction
The Transaction was completed by way of a reverse triangular
merger conducted pursuant to (i) the provisions of the Delaware
General Corporations Law in which Kona Bay Technologies (Delaware)
Inc., a wholly-owned subsidiary of the Company, merged with and
into Yerbaé US, and (ii) a plan of arrangement conducted pursuant
to the provisions of the Business Corporations Act (British
Columbia), which also resulted in the amalgamation of the Company
(formerly, Kona Bay Technologies Inc.) with 1362283 B.C. Ltd.
(“FinCo”), a previous wholly-owned subsidiary of the
Company.
At the time of closing of the Transaction (the
“Closing”), an aggregate of 54,493,936 common shares (each,
a “Share”) of Yerbaé were issued and outstanding, of which:
35,848,290 Shares were issued to the former Yerbaé US shareholders
(inclusive of an aggregate of 5,631,276 Shares issued to former
holders of an aggregate of US$4,500,000 in convertible promissory
notes of Yerbaé US converted immediately prior to Closing),
8,000,000 performance Shares (each, a “Performance Share”)
were issued to certain individuals, as to 3,000,000 Performance
Shares to Klutch Financial Corp. (“Klutch”), a former
Insider of and arm’s length party to Yerbaé and Yerbaé US, and
2,500,000 Performance Shares to each of Todd Gibson and Karrie
Gibson, which Performance Shares are to be held in escrow and
released upon the completion of certain performance-based
incentives related to the listing of the Shares on the TSXV, future
equity financings, and certain trailing gross revenue targets,
3,153,746 Shares were issued to the former holders of Share
purchase warrants of Company (each, a “Warrant”) exercised
in connection with the Closing, and 2,015,163 Shares issued to
former holders of subscription receipts of FinCo.
In addition, the 1,087,752 options to purchase shares of common
stock (each, a “Yerbaé US Share”) of Yerbaé US which were
outstanding immediately prior to Closing were cancelled and the
holders thereof were granted an aggregate of 1,087,752 options to
purchase Shares (each, an “Option”), 1,754,464 warrants to
purchase Yerbaé US Shares which were outstanding immediately prior
to Closing were cancelled and the holders thereof were granted an
aggregate of 1,754,464 replacement Warrants, and 2,015,163 warrants
to purchase common shares of FinCo which were outstanding
immediately prior to Closing were cancelled and the holders thereof
were granted an aggregate of 2,015,163 replacement Warrants.
In connection with the Closing, the parties paid customary
advisory fees to Roth Canada, ULC, an eligible arm’s length third
party finder (the “Finder”), in consideration for the
Finder’s services in facilitating the identification, negotiation
and implementation of the Transaction which consisted of the
issuance of 507,662 Shares, as well as a cash payment of
US$200,000.
Following the Closing, the Company has an aggregate of
54,493,936 Shares, 1,087,752 Options and 4,202,014 Warrants
outstanding.
Change of Directors and Officers
Following the Closing, the directors and officers of Yerbaé are
as follows:
Name
Proposed Position(s)
Todd Gibson
CEO and Chairman of the Board
Karrie Gibson
COO and Director
William Finn
CFO
Renata Kubicek
Corporate Secretary
Seth Smith
Vice President of Sales
Carl Sweat
Director
Andy Dratt
Director
Rose Zanic
Director
Additional information regarding each director and officer of
the Company, including their respective bios, is set out in
Yerbaé’s management information circular (the “Information
Circular”) dated November 13, 2022 filed under the Company’s
profile on SEDAR.
Escrowed Securities
For more information on the securities subject to a Value
Security Escrow Agreement and a Surplus Security Escrow Agreement,
each based on based on TSXV Form 5D – Escrow Agreement, see the
Company’s news release dated February 3, 2023 filed under the
Company’s profile on SEDAR.
Listing and Trading
Yerbaé is listed on the TSXV as a Tier 2 Industrial Issuer under
the name “Yerbaé Brands Corp.” The Shares resumed trading on the
TSXV under the symbol “YERB.U” on Monday, February 13, 2023.
For more information on Yerbaé and the Transaction, see the
Company’s news releases dated May 24, 2022, November 23, 2022,
December 22, 2022 and February 3, 2023 as well as the Information
Circular, each filed under the Company’s profile on SEDAR. All
defined terms used but otherwise not defined in this news release,
shall have the meanings ascribed to such terms in the Information
Circular.
Investor Relation Services
In connection with the Company’s commercial introduction plans,
Yerbaé Brands Corp., has engaged Native Ads Inc. to carry out a
12-month programmatic digital advertising campaign for a total cost
of $100,000.00. This comprehensive advertising program is designed
to build awareness through the following services: (a) Digital
advertising (b) Paid distribution, (c) Media buying and (d) Content
creation.
About Yerbaé Brands Corp.
Founded in 2017 by Todd Gibson and Karrie Gibson, Yerbaé Brands
Corp., (TSXV: YERB.U) is disrupting the energy beverage marketplace
with great tasting, zero sugar, zero calorie beverages, while using
plant-based ingredients that are designed to meet the needs of the
wellness forward consumer. Harnessing the power of nature, Yerbaé’s
celebrity ingredient is known to produce 196 different vitamins,
minerals and nutrients that also produces caffeine.
By combining Yerba Mate, a South American herb with its premium
ingredients and flavors, Yerbaé provides consumers with a no
compromise energy solution. All Yerbaé energy beverages are zero
calorie, zero sugar, non-GMO, and gluten free.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking
statements, which reflect the expectations of management.
Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such
statements are subject to assumptions, risks and uncertainties that
may cause actual results, performance or developments to differ
materially from those contained in the statements, including risks
related to factors beyond the control of the Company. The novel
strain of coronavirus, COVID-19, and the ongoing dispute between
the sovereign state of Ukraine and Russia also continue to pose
risks that are currently indescribable and immeasurable. No
assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what
benefits the Company will obtain from them. The reader is cautioned
not to place undue reliance of any forward looking statements. Such
information, although considered reasonable by management at the
time of preparation, may prove to be incorrect and actual results
may differ materially from those anticipated. Forward-looking
statements contained in this news release are expressly qualified
by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news
release. 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, except as
required by law.
Neither 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.
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For further information on Yerbaé Brands Corp.: Yerbaé Brands
Corp. Investor Relations E: investors@Yerbaé.com P: +1 (480)
471-8391 W: https://Yerbaé.com/
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