SIMPLY BETTER BRANDS CORP. ANNOUNCES CLOSING OF $4,000,000 UPSIZED NON-BROKERED PRIVATE PLACEMENT
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
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.