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.