SEATTLE, July 29,
2024 /PRNewswire/ -- Jones Soda Co. ("Jones Soda" or the
"Company") (CSE: JSDA, OTCQB: JSDA) is pleased to
announce that it has closed the first tranche of its
previously announced private placement offering of units of the
Company composed of:
(i) one (1) common share in the capital of the Company
(each, a "Common Share"); and (ii) one‐half (1/2) of
one detachable share purchase warrant (each whole warrant, a
"Warrant", and together a "Unit") for aggregate
gross proceeds of $3,013,960 (the "Offering").
The Company intends to use the net proceeds of the Offering to
support growth and for general corporate purposes.
The Units are being offered and sold in the Offering (i) to
persons in the "United States" or
to "U.S. persons" (as such terms are defined in Regulation S under
the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act")), who qualify as accredited investors in
reliance on Rule 506(b) of Regulation D under the U.S. Securities
Act (the "U.S. Financing"), and (ii) outside the United States to non-U.S. persons in
reliance on Regulation S under the U.S. Securities Act. The portion
of the Offering to be conducted outside of the United States will include an offering to
eligible investors in each of the Provinces and Territories of
Canada except Quebec pursuant to the listed issuer financing
exemption under Part 5A of National Instrument 45-106 - Prospectus
Exemptions (the "LIFE Offering").
The securities offered under the Life Offering will not be
subject to a hold period in accordance with applicable Canadian
securities laws but each such securities will be considered
restricted securities under the U.S. Securities Act. For persons
outside of the United States who
are not considered "U.S. persons" as defined in Regulation S under
the U.S. Securities Act, there is an amended and restated offering
document (the "Offering Document") related to the LIFE
Offering that can be accessed under the Company's profile at
www.sedarplus.com and at: https://www.jonessoda.com/. Prospective
investors outside of the United
States should read this Offering Document before making an
investment decision. The Offering Document available on the
Company's website may only be accessed by persons who certify that
they are both located outside of the
United States and are not a "U.S. person" as defined under
Regulation S of the U.S. Securities Act. There is no minimum amount
of Units to be issued pursuant to either the U.S. Financing or
LIFE Offering but the Company's management has decided to cap the
aggregate number of Units to be issued in the Offering to
12,500,000 Units for aggregate gross proceeds of US$5 million.
The Company expects to close a second tranche of the Offering on
or about July 31, 2024.
None of the securities being offered and sold in the Offering
were registered under the United States Securities Act of 1933, as
amended, (the "U.S. Securities Act") at the time of the
Offering, however, such securities include registration rights.
None of the securities issued in the Offering or any underlying
securities may be offered or sold in the
United States absent registration under the U.S. Securities
Act and all applicable state securities laws or an applicable
exemption from such registration requirements.
This news release shall not constitute an offer to sell, or a
solicitation of an offer to buy, the Units in the United States, and shall not constitute an
offer, solicitation or sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful. This news release is being issued pursuant to and in
accordance with Rule 135c under the U.S. Securities Act.
About Jones Soda
Jones Soda Co.® (CSE: JSDA, OTCQB: JSDA) is a
leading developer of sodas and cannabis-infused beverages known for
their premium taste, unique flavors and unconventional brand
personality. Launched in 1996 as the original craft soda brand, the
Company today markets a diverse portfolio of sodas, mixers and
wellness beverages under the Jones® Soda brand as well
as a line of award-winning cannabis beverages and edibles
leveraging Jones' trademark flavors under the Mary Jones brand. For
more information,
visit www.jonessoda.com, www.myjones.com,
or https://gomaryjones.com.
Contacts
David Knight,
President and Chief Executive Officer
1-206-624-3357
Investor Relations
Cody
Cree
Gateway Group, Inc.
1-949-574-3860
JSDA@gateway-grp.com
The CSE does not accept responsibility for the adequacy or
accuracy of this release.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS
SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Statements Regarding Forward‐Looking Information
This news release may contain forward‐looking information
within the meaning of applicable securities legislation in both
Canada and the United States, which reflect management's
current expectations regarding future events.
Such information includes,
without limitation, information regarding the intended
use of proceeds from the Offering and the
expected closing date of a second tranche of the
Offering. Although the Company believes
that such information is reasonable, it can give
no assurance that such expectations will prove to be
correct.
Forward‐looking information is typically identified by words
such as: "believe", "expect", "anticipate", "intend", "estimate",
"postulate" and similar expressions, or are those, which, by their
nature, refer to future events. The Company cautions investors that
any forward‐looking information provided by the Company is not a
guarantee of future results or performance and that such
forward‐looking information is based upon a number of estimates and
assumptions of management in light of management's experience and
perception of trends, current conditions and expected developments,
as well as other factors that management believes to be relevant
and reasonable in the circumstances, as of the date of this news
release including, without
limitation, that the Company will be able to utilize
the net proceeds of the Offering in the manner
intended; that general business and economic conditions will not
change in a material adverse
manner; and assumptions regarding political and regulatory stability and stability in financial and
capital markets.
Forward‐looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to differ materially
from any future results, performance or achievements expressed or
implied by the
forward‐looking statements. Such risks and other factors
include, among others: the risk that the
Company may not be able to use the proceeds of the Offering as
intended; the state of the financial markets for the Company's
securities; the Company's ability to raise the necessary
capital or to be fully able to implement its business strategies;
and other risks and factors that the Company is unaware of at this
time.
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.
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SOURCE Jones Soda