Wildpack Announces Proposed Restructuring Transaction

VANCOUVER, BC / ACCESSWIRE / July 5, 2024 / Wildpack Beverage Inc. (TSXV:CANS) (OTC PINK:WLDPF) ("Wildpack" or the "Company") a leading middle market co-packer of canned goods, announces that the Company proposes to complete a restructuring transaction (the "Debenture Restructuring Transaction") with respect to its outstanding 8.00% convertible unsecured subordinated debentures in the aggregate principal amount of $45,007,000 (the "Debentures"), which were issued pursuant to a convertible debenture indenture between the Company and Computershare Trust Company of Canada (the "Base Indenture") dated as of June 30, 2021, which provides for the issuance of one or more series of unsecured subordinated debentures of the Company, along with supplement indentures dated August 27, 2021, November 23, 2021 and March 31, 2022 (collectively, the "Indenture").

The Debenture Restructuring Transaction will be comprised of the following transactions:

1. the Company will repurchase, or coordinate the purchase of, Debentures in the principal amount of $20,000,000 (the "Repurchased Debentures") from three holders representing the majority owners of the Debentures ("Vendors"), in exchange for cash consideration of $2,000,000 (the "Debenture Repurchase");

2. the Company will cause the Debentures to be delisted (the "Delisting") from the TSX Venture Exchange (the "TSXV"); and

3. pursuant to Section 12.11(l) of the Indenture, the Company will arrange for the remaining outstanding Debentures to be exchanged for Common shares in the capital of the Company ("Common Shares") at an exchange price of $0.10 per Common Share (the "Shares for Debt Settlement"). The Shares for Debt Settlement is proposed to be completed after the record date for the Rights Offering and, as such, the Company does not anticipate issuing rights to holders of Debentures in respect of the Common Shares issued pursuant to the Shares for Debt Settlement.

The Repurchased Debentures will either by repurchased for cancellation or assigned and transferred to the lenders under the Other Sources Loan (as defined below) that elect to accept a pro rata share of Repurchased Debentures in lieu of an interest-bearing loan (as described below).

Following completion of the Shares for Debt Settlement, the Company will no longer have any Debentures outstanding.

The Common Shares issued under the Shares for Debt Settlement are expected to be subject to a four month and one day hold period under applicable securities laws.

Concurrent Transactions

Concurrent with completion of the Debenture Restructuring Transaction, the Company intends to complete the following transactions:

1. the Company proposes to seek approval for an amendment to its term loan with Sandton Capital Solutions Master Fund V, LP, an affiliate of Sandton Capital Partners, L.P. (the "Sandton Loan") involving the following principal changes (collectively, the "Amended Sandton Loan"):

   1. increasing the size of the facility under the Sandton Loan by USD$4,000,000;

   2. amending the terms of conversion terms of the Sandton Loan such that a portion of the increased facility pursuant to the Amended Sandton Loan in the amount of USD$3,500,000, will be convertible into up to 70% of the Company's U.S. operating subsidiary, and the formerly convertible USD$25,000,000 tranche of the Sandton Loan will no longer be convertible and will instead be converted into term debt; and

   3. extending the term of the Sandton Loan to May 23, 2027 (in respect of the USD$25,000,000 tranche) and to October 10, 2026 (in respect of the USD$5,000,000 tranche);

   4. increasing the interest rate under the Sandton Loan to 15% per annum;

   5. waiver of covenants until January 1, 2025; and

   6. interest paid-in-kind to extend until January 1, 2025.

2. the Company proposes to raise $1,325,000 of debt from other sources (the "Other Sources Loan"), with the lenders of such Other Sources Loan having the option to either:

   1. provide an interest-bearing loan to the Company, bearing simple interest at 15% per annum (increased to 20% per annum after 120 days from the initial advance date), which loan can be prepaid without penalty and secured against the Repurchased Debentures until the Repurchased Debentures are cancelled; or

   2. accept their pro rata share of the Repurchased Debentures; and

3. the Company proposes to conduct a rights offering pursuant to which it will offer rights to its shareholders to subscribe for an aggregate of approximately 240 million Common Shares at a price of $0.0148 per Common Share for gross proceeds to the Company of $3,550,000, to be conducted by way of prospectus offering (the "Rights Offering").

For additional details regarding the Sandton Loan, please refer to the Company's press releases dated April 19, 2023, October 11, 2023, and December 1, 2023.

Sources of Funding

The Debenture Repurchase will be funded through the following sources:

1. a portion of the indebtedness under the Amended Sandton Loan in the amount of USD$500,000, with the remainder of the indebtedness under the Amended Sandton Loan being used to fund working capital requirements; and

2. the indebtedness under the Other Sources Loan.

A portion of the proceeds from the Rights Offering will be used to repay the indebtedness incurred under the Amended Sandton Loan and the Other Sources Loan.

The Debenture Restructuring Transaction is not conditional upon completion of the Rights Offering. In the event that the Rights Offering is not completed, MMCAP International Inc. SPC will become a Control Person (as defined below) of the Company as a result of the Share Exchange by virtue of owning over 20% of the issued and outstanding Common Shares of the Company.

A copy of the Indenture and the documents evidencing the Sandton Loan are filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Closing of the Debenture Restructuring Transaction is expected as soon as possible following receipt of all required approvals. Closing of the Debenture Restructuring Transaction is subject to customary closing conditions, approval from the TSXV and receipt of necessary approvals from the Company's shareholders and debenture holders.

Per: "Mitch Barnard"

Mitch Barnard
Chief Executive Officer and Director

For further information, please contact us at:
invest@wildpackbev.com

or

Elijah Clare
Vice President, Investor Relations
elijah@wildpackbev.com

Advisors

Fasken Martineau DuMoulin LLP is the legal advisor to Wildpack Beverage Inc.

Visit our investor website at:

https://investor.wildpackbev.com

About Wildpack

Wildpack Beverage provides beverage manufacturing and packaging to the middle market by providing sustainable aluminum can filling, decorating, packaging, brokering, sleeve/label printing services, and logistics to brands throughout the United States. Wildpack Beverage operates indirectly through its wholly owned subsidiaries and out of five facilities in Baltimore, Maryland; Grand Rapids, Michigan; Atlanta, Georgia; Sacramento, California; and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack Beverage commenced trading on the TSX Venture Exchange under the symbol "CANS" on May 19, 2021.

Cautionary Statement on Forward Looking Information

This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, but not limited to, statements with respect to the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks including but not limited to risks related to obtaining regulatory, shareholder and debenture holder approval of the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. 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. Forward-looking statements expressed or implied by Wildpack 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. Although Wildpack has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties related to Wildpack's business, including that Wildpack's assumptions in making forward-looking statements may prove to be incorrect and that Wildpack will not obtain regulatory, shareholder or debenture holder approval of the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. 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 TSX Venture Exchange 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.