Simply Better Brands Corp. announces a private company without brokerage
VANCOUVER, British Columbia, July 21. 2022 (GLOBE NEWSWIRE) — Simply Better Brands Corp. (the “Company” Where “Simply better brands”) (TSX Venture: SBBC) (OTCQB: PKANF) is pleased to announce that it intends to complete a proposed non-brokered private placement (the “CD offer”) secured convertible debentures (theConvertible debentures”) for total gross proceeds of up to $9,100,000.
Each Convertible Debenture will mature on the date which is 24 months (the “Due date”) from the closing of the CD Offering and will bear interest at the rate of 8.0% per annum, calculated annually. Interest will be payable quarterly until the maturity date and subject to the prior approval of the TSX Venture Exchange (the “TSXV”), such interest may be converted into common stock at the greater of (i) the 15 trading day VWAP on each applicable payment date, or (ii) the market price of the common stock.
The Convertible Debentures will be convertible at the option of the holder into common shares of the Company (“Ordinary actions“) at a conversion price of $0.39 per common share (the ”Processing price“). The Company may force the conversion of the Convertible Debentures if the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the “TSXV”) is greater than $1.00 for five (5) consecutive trading days. The Convertible Debentures will be secured by general security agreements over all present and future property of the Company.
The Company is also pleased to announce that it intends to complete a proposed non-brokered private placement of common shares (the “Placement of common shares”) of up to 11,016,949 common shares and a price of $0.295 per common share, for aggregate gross proceeds of up to $3,250,000.
The Company intends to use the net proceeds from the CD Offering and the Common Share Offering (collectively, the “Offerings”) for short-term debt reduction and general working capital to support the sales growth of its brand portfolio. The Company previously announced its preliminary sales for the six months ended June 30e, 2022 of 28.9 million USD which increased by more than 400% compared to the previous period. Approximately $5.35 million of the proceeds from the offerings are expected to be used to support anticipated second-half growth in SBBC brands and general working capital and the remaining $7.0 million will be used to reduce short-term debt. In addition, it is expected that the proceeds of the CD Offering will be used to reduce a portion of the short-term debt due within twelve months and replace it with the amounts of the two-year convertible debentures.
“Due to the strong growth of our PureKana, No BS Skincare and TRUBAR brands, our outlook for 2022 is $50-55 million, growing more than 300% from a year ago and margins forecasted gross revenues are expected to be 63-65.% up from 62% in the prior year, while achieving positive adjusted EBITDA. Securing this capital is a crucial step in fueling sustainable growth with strong balance sheet governance. Our operating fundamentals are strong and we look forward to the momentum this investment will unlock,” said Kathy Casey, CEO of Simply Better Brands Corp.
The terms of the proposed convertible debentures provide that no holder will become the beneficial owner thereof of more than 9.99% of the common shares of the Company. Accordingly, the Investments are not expected to have a material effect on the control of the Company.
The Convertible Debentures and Common Shares forming part of the Offerings, as well as any securities issuable upon conversion of the Convertible Debentures, will be subject to a statutory hold period of four months and one day from the date of issue of the Debentures. convertibles and ordinary shares. The offerings are each 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.
About Simply Better Brands Corp.
Simply Better Brands Corp. leads an international omnichannel platform with diversified assets in emerging plant-based and holistic wellness consumer product categories. The company’s mission is focused on leading-edge innovation for informed millennials and Gen Zers in the fast-growing space of wellness, natural and clean, plant-based ingredients. The company continues to focus on expanding into high-growth consumer product categories including plant-based foods, clean-ingredient skincare and plant-based wellness. For more information about 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.
Simply Better Brands Corp.
+1 (855) 553-7441
Certain statements contained in this press 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 management’s plans, expectations and estimates as of the date the information is provided and are subject to certain factors and assumptions, including, among others, that the financial condition and development the Company’s plans do not change due to unforeseen events, the impact of the COVID-19 pandemic, the regulatory climate in which the Company operates, the Company’s ability to execute its business plans, its distribution plans, use of a supply chain, and claims relating to the efficacy and performance of the Company’s products. Specifically, this press release contains forward-looking statements relating to, but not limited to, statements relating to each of the offerings; the use of the net proceeds of the offers; and the receipt of all TSXV approvals therewith.
Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause actual plans, estimates and results to differ materially from those projected in such forward-looking statements and information. Factors that could cause the forward-looking statements and information contained in this press release to change or be incorrect include, but are not limited to, changing consumer preferences, the impacts of COVID-19, the the Company’s financial condition and development plans change, the ability to obtain necessary regulatory approvals and the viability and risks of products, as well as other risks and uncertainties applicable to the Company and the industries in which it operates, and such as set forth in the Company’s filings 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 undertakes no obligation to publicly update or revise any of the includes forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
This press release contains forward-looking financial information and financial outlook information (collectively, “FOFI”) regarding financial results for the three months ended June 30, 2022 and the year ended December 31, 2022, including net sales , Gross Margin and Adjusted EBITDA, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth under the heading “Forward-Looking Information”. The Company’s actual financial results may differ from the amounts shown herein and such variation may be material. The Company and its management believe that the financial outlook has been prepared on a reasonable basis, reflecting management’s best estimates and judgments and the FOFI contained in this press release has been approved by management as of the date hereof. However, since this information is subjective and subject to numerous risks, it should not be considered as necessarily indicative of future results. Except as required by applicable securities laws, the Company assumes no obligation to update this FOFI. The FOFI contained in this press release was issued as of the date hereof and has been provided for the purpose of providing additional information about the Company’s anticipated future business activities on a quarterly and annual basis. Readers are cautioned that the FOFI contained in this press release should not be used for any purpose other than that for which it is disclosed herein.
Non-IFRS Financial Measures
This press release makes reference to certain non-IFRS measures. Adjusted EBITDA refers to net earnings from continuing operations before interest, taxes, depreciation and amortization and removal of certain non-recurring, one-time or irregular items. Adjusted EBITDA is not a recognized earnings measure under IFRS and does not have a standardized meaning prescribed by IFRS. Management believes that Adjusted EBITDA is an alternative measure to assess the Company’s business performance. The measure most directly comparable to Adjusted EBITDA calculated in accordance with IFRS is net income.
See “Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) and Adjusted EBITDA (Non-GAAP Measures)” in the Company’s most recent MD&A available on SEDAR for a reconciliation of Adjusted EBITDA to earnings. net (loss) income.
Readers are cautioned that Adjusted EBITDA should not be interpreted as an alternative to net income as determined under IFRS; nor as an indicator of financial performance as determined by IFRS; or a calculation of cash flows from operating activities as determined under IFRS; or as a measure of liquidity and cash flow under IFRS. The Company’s method of calculating Adjusted EBITDA may differ from methods used by other companies and, therefore, the Company’s Adjusted EBITDA may not be comparable to similar measures used by any other company. Unless otherwise stated, Adjusted EBITDA is calculated and disclosed by SBBC on a consistent basis from period to period. Specific adjusting items may only be relevant at certain times.