VANCOUVER, BC, Aug. 7, 2024 /CNW/ - Simply Better Brands Corp. ("SBBC" or the "Company") (TSXV: SBBC) (OTCQB: SBBCF) announces the successful closing of the previously announced credit facility with a Tier One Canadian bank and the issuance of CAD $3 million of secured promissory notes of the Company.
SBBC has closed the previously announced USD $5 million credit facility with a Tier One Canadian bank for its 100% owned subsidiary TRU Brands Inc. The new credit facility is incremental to the USD $5 million credit facility previously announced on June 19, 2024.
Under the terms of the credit facility, up to USD $5 million (CAD $6.8 million) will be made available to Tru Brands Inc. and its Canadian subsidiary Trubrands Snack Company Inc. in the form of an asset-based lending facility secured against TRUBAR's accounts receivables. The credit facility will substantially lower the current cost of capital to 8.85-9.0% per annum compared to its current receivable factoring arrangement that averages a cost of 15%+ per annum.
The Company intends to use the additional credit facility to support the expansion of TRUBARTM sales in the U.S., Canada, and other international markets.
Additionally, subject to the approval of the TSX Venture Exchange, the Company today announces an investment of CAD $3 million to facilitate the repayment of an existing lender who held a first priority charge against certain assets of the Company at an interest rate of 15% per annum. It was a condition to securing the credit facility that the Tier One Canadian bank be granted first ranking security over TRUBAR's accounts receivables. This investment allowed the Company to repay the existing lender, to remove the prior security granted to facilitate the credit facility, and to improve the Company's balance sheet all of which resulted in the availability of more favourable terms under the credit facility with the Tier One Canadian bank and an overall reduction in the Company's cost of capital. The investment was made by way of a loan of CAD $3 million from its Chairman and CEO, Kingsley Ward, Erica Groussman, Board Member and CEO of Tru Brands Inc. and VRG Capital Partners, a Company controlled by Kingsley Ward, to support TRUBARTM sales expansion. The loan was made pursuant to three secured promissory notes of the Company each representing a principal amount of CAD $1 million (the "Promissory Notes"). The Promissory Notes will mature on July 31, 2025, and will bear interest at a rate of 15% per annum payable monthly in arrears. This investment by these Board Members and shareholders demonstrates their continued support for the development of TRUBARTM and SBBC's business.
"We are excited to have completed the financings that will enable us to put additional resources and investment behind the growth of TRUBARTM in North America and international markets" said Kingsley Ward, SBBC Chairman and CEO.
Each of Kingsley Ward and Erica Groussman is a "related party" of the Company, and the purchase of the Promissory Notes and the matters relating thereto are considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transactions.
Pursuant to Sections 5.5(b) and 5.7(1)(f) of MI 61-101, the Company relied on exemptions from the formal valuation and minority shareholder requirements, respectively, as, in addition to no securities of the Company being listed or quoted on certain specified exchanges, the Promissory Notes are non-convertible loans obtained on reasonable commercial terms that are not less advantageous to the Company than if Promissory Notes and matters relating thereto were obtained from a person dealing at arm's length and are not repayable, directly or indirectly, in equity or voting securities of the Company or a subsidiary.
The issuance of the Promissory Notes and the matters relating thereto were each approved by the independent directors of the Company, being all directors other than Kingsley Ward, Erica Groussman and H. Brock Bundy. No materially contrary view or abstention was expressed or made by any director of the Company in relation to the proposed transaction. The Company did not file a material change report more than 21 days before the expected closing as the details of the Promissory Notes and matters relating thereto were not finalized until immediately prior to their issuance, and the Company wished to secure the financing as soon as practicable for sound business reasons.
About Simply Better Brands Corp.
Simply Better Brands Corp. is an international omni-channel platform with a portfolio of diversified assets in the rapidly growing plant-based, natural, and clean ingredient space. The Company targets informed, health-conscious Millennial and Generation Z consumers with a focus on opportunities for expansion into high-growth consumer product categories. For more information on Simply Better Brands Corp., please visit: For more information on Simply Better Brands Corp., please visit: https://www.simplybetterbrands.com/investor-relations.
Neither the 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.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this news release constitute "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") as such terms are defined under applicable Canadian securities laws and are based on plans, expectations and estimates of management at the date of this news release. Forward-looking statements include, without limitation, the availability of funds under the credit facility, the approval of the TSX Venture Exchange, the anticipated benefits of the financings and the growth in distribution for the TRUBAR plant-based protein bar, anticipated use of proceeds from the credit facility and Promissory Notes, and statements with respect to the future business and operations of the Company. The words "engaged in", "evaluating", "continuing to", "is reviewing", "potential", "intend", "anticipates", "believes", "aims", "plans", "expects" or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "occur", "continue" or "be achieved", and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward-looking statements contained in this news release are based on various assumptions, including, but not limited to, the following: the ability of the Company to achieve its growth and revenue strategies; the demand for the Company's products; that the Company's financial condition and development plans do not change as a result of unforeseen events; the regulatory climate in which the Company operates; and the Company's ability to execute on its business plans. Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to: the impact of foreign exchange rates; pricing pressures; general adverse economic, market and business conditions and those factors which are discussed in the Company's management discussion and analysis for the year ended December 31, 2023, which is available under the Company's SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this news release are given as of the date hereof and qualified by these cautionary statements.
SOURCE Simply Better Brands Corp.
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