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VANCOUVER, BC , June 9, 2021 /CNW/ - Wildpack Beverage Inc. (TSXV: CANS) (" Wildpack " or the " Company ") announced today that it has entered into an agreement with Stifel Nicolaus Canada Inc. (" Stifel GMP ") as sole bookrunner and lead underwriter, pursuant to which Stifel GMP has agreed to purchase 15,000 convertible debenture units of the Company (the " Debenture Units "), on a bought deal basis, pursuant to the filing of a short form prospectus, subject to all required regulatory approvals, at a price of $1,000 (the "Issue Price") per Debenture Unit, for gross proceeds of $15,000,000 (the " Offering "). Each Debenture Unit consists of (i) one 8% senior unsecured convertible debenture having a face value of $1,000 and convertible into common shares of the Company (each a " Common Share ") at a conversion price of $1.51 per Common Share (the " Conversion Price ") and maturing four years from the Closing Date (as defined below) (the " Convertible Debentures "); and (ii) 332 common share purchase warrants of the Company (the " Warrants " and, together with the Convertible Debentures, the " Underlying Securities "). Each Warrant entitles the holder thereof to purchase one Common Share at $1.81 per share for a period of two years following the Closing Date.
In addition, the Company will grant Stifel GMP an option (the " Over-Allotment Option ") to purchase up to 15% of additional debenture units (the " Option Debenture Units " and collectively with the Debenture Units, the " Offered Debenture Units ") exercisable in whole or in part, at any time on or prior to the date that is 30 days following the Closing Date. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be $17,250,000 .
At any time and from time to time following the expiry of 36 months after the Closing Date, the Company may, at its option, redeem pro rata all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price which is equal to 110% of the principal amount thereof, plus any accrued and unpaid interest that would otherwise by payable to the holder from the time of the Optional Redemption until the Maturity Date.
The Company may force the conversion of all but not less than all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price if the volume weighted average trading price of the Common Shares on the TSX Venture (the " TSXV ") is greater than 45% premium to the Conversion Price for the preceding twenty consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash.
The Offered Debenture Units will be offered by way of a short form prospectus to be filed in all provinces of Canada (except Quebec ). The Company intends to use the net proceeds from the Offering for strategic acquisitions, capital expenditures for capacity expansion, working capital and general corporate requirements.
The Offering is expected to close on or about June 30, 2021 (the " Closing Date "). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSXV and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Mitch Barnard , CEO said "This financing provides Wildpack more financial capacity to execute on our pipeline of acquisition targets. This capital will accelerate our ability to become a dominant player in the middle market beverage manufacturing space."
Ryan Mason , CFO added "While the primary use of this additional capital is to accelerate acquisitions, it also provides us with the working capital we need to build up inventory, supporting continued revenue growth. The timing of this raise could not be better, as it puts us in a strong position to capitalize on the seasonally high summer beverage period."
WILDPACK BEVERAGE INC.
Per: "Mitch Barnard"
Mitch Barnard
Chief Executive Officer and Director
About Wildpack
Wildpack is engaged in beverage manufacturing and packaging, operating in the middle market by providing can filling and decorating services to brands throughout the United States . Wildpack currently operates indirectly through its subsidiaries and out of facilities in Baltimore, Maryland, Sacramento, California and Las Vegas, Nevada . Wildpack commenced trading on May 19, 2021, on the TSXV under the symbol "CANS.V".
Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: our statements related to the Company's the completion of the acquisition of the Offering and the use of proceeds thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Wildpack's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Offering, including: that Wildpack's assumptions in making forward-looking statements may prove to be incorrect; adverse market conditions; risks inherent in the beverage manufacturing and packaging sector in general; that future results may vary from historical results; and competition in the markets where Wildpack operates. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Wildpack Beverage Inc.
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