VANCOUVER, BC, Feb. 15,
2023 /CNW/ - Simply Better Brands Corp.
("SBBC" or the "Company") (TSXV: SBBC) (OTCQB: PKANF)
is pleased to announce that it has closed the first tranche of its
previously announced private placement and upsized on February 7, 2023 (the "Private
Placement"). The Company issued a total of 20,020,000 units
("Units") at a price of $0.25
per Unit for gross proceeds of $5,005,000. Each Unit consisted of one
common share of SBBC ("Common Share") and one-half of one
common share purchase warrant ("Warrant"). Each whole
Warrant entitles the holder to acquire one Common Share for a
period of two years following the closing of the financing at an
exercise price of $0.45 per Common
Share. All securities issued in connection with this private
placement are subject to a four-month hold period.
![Simply Better Brands Logo (CNW Group/Simply Better Brands Corp) Simply Better Brands Logo (CNW Group/Simply Better Brands Corp)](https://mma.prnewswire.com/media/2002729/Simply_Better_Brands_Corp_SIMPLY_BETTER_BRANDS_CORP__ANNOUNCES_C.jpg)
It is anticipated that the net proceeds of the Private
Placement will be used for new product development, channel
expansion, geographic expansion, debt reduction and general
corporate working capital purposes.
Finders acting in connection with the private placement received
fees in the aggregate amount of $338,100 and 1,352,400
non-transferable finder's warrants. Each finder's warrant may be
exercised to acquire one Unit at a price of $0.25 per Unit until February 14, 2025.
Insider (and entities controlled by insiders) participated in
the placement for a total of approximately $175,000. A
portion of the Private Placement constituted a related party
transaction within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61-101 ("MI 61-101") as
certain insiders of the Company subscribed for an aggregate of
700,000 Units pursuant to the Private Placement. The Company is
relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the fair market
value of the participation in the Private Placement by insiders
does not exceed 25% of the market capitalization of the Company,
as determined in accordance with MI 61-101. The Company did not
file a material change report in respect of the related party
transaction at least 21 days before the closing of the Private
Placement, which the Company deems reasonable in the circumstances
in order to complete the Private Placement in an expeditious
manner.
All securities issued in connection with the Private Placement
will not be able to be traded in Canada, or through the
facilities of the TSX Venture Exchange, for a period of four months
and one day from the date of closing. The Private Placement is
subject to final TSX Venture Exchange acceptance.
We expect to close on the second tranche of the private
placement for gross proceeds of approximately $1,995,000, on or about February 21, 2023.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
securities in any jurisdiction in which such offer, solicitation,
or sale would be unlawful including any of the securities in
the United States of America. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "1933
Act"), or any state securities laws and may not be offered or
sold within the United States or
to, or for account or benefit of, U.S. Persons (as defined in
Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from
such registration requirements is available.
About Simply Better Brands
Corp.
Simply Better Brands Corp. leads an international omni-channel
platform with diversified assets in the emerging plant-based and
holistic wellness consumer product categories. The Company's
mission is focused on leading innovation for the informed
Millennial and Generation Z generations in the rapidly growing
plant-based, natural, and clean ingredient space. The Company
continues to focus on expansion into high-growth consumer product
categories including CBD, plant-based food and beverage, and the
global pet care and skin care industries. 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.
Forward-Looking
Information
Certain statements contained in this news release constitute
"forward-looking information" and "forward looking statements" as
such terms are used in applicable Canadian securities laws.
Forward-looking statements and information are based on plans,
expectations and estimates of management at the date the
information is provided and are subject to certain factors and
assumptions, including, among others, that the Company's financial
condition and development plans do not change as a result of
unforeseen events, the impact of the COVID-19 pandemic, the
regulatory climate in which the Company operates, and the Company's
ability to execute on its business plans. Specifically, this news
release contains forward-looking statements relating to, but not
limited to the intended use of proceeds from the Private Placement
and anticipated closing of the second tranche.
Forward-looking statements and information are subject to a
variety of risks and uncertainties and other factors that could
cause plans, estimates and actual results to vary materially from
those projected in such forward-looking statements and information.
Factors that could cause the forward-looking statements and
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company's
financial condition and development plans change, ability to obtain
necessary regulatory approvals for the transaction, as well as the
other risks and uncertainties applicable to the CBD or broader
wellness industries and to the Company, and as set forth in the
Company's annual information form available under the Company's
profile at www.sedar.com.
There is no representation by the Company that actual results
achieved will be the same in whole or in part as those referenced
in the forward-looking statements and the Company does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by applicable securities law.
SOURCE Simply Better Brands Corp