/NOT FOR DISTRIBUTION TO
Specifically, the Company completed the issuance of 11,428,568 units (a "Unit") at a price of
The Company intends to use the expanded net proceeds of the Private Placement to support the growth and continued market expansion of TRUBAR protein bars sold by its subsidiary,
The Company paid aggregate finders fees of
The Units issued under the Private Placement were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"). Accordingly, the securities issued to subscribers under the Private Placement are not subject to resale restrictions. All of the Units issued to Participating Insiders (as defined below) are subject to a hold period of four months and one day from the date of issuance in accordance with the policies of the
Certain insiders of the Company (the "Participating Insiders") participated in the Private Placement and acquired an aggregate of 3,778,570 Units. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In completing the Private Placement, the Company relied on the applicable exemptions from the formal valuation and minority security holder approval requirements available under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves the Participating Insiders, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Private Placement as the details relating to the participation of the Participating Insiders were not settled until shortly prior to the closing of the Private Placement. Further information regarding the Private Placement will be provided in a material change report to be filed by the Company.
Early Warning Reporting Requirements
In connection with the Private Placement, J R Kingsley Ward, directly and indirectly subscribed for and acquired 2,207,142 Units at a price of
Following completion of the Private Placement,
The Subscription by
An early warning report will be filed in accordance with applicable securities laws and will be available on SBBC's profile on SEDAR+ at www.sedarplus.com, or may be obtained directly from SBBC by telephoning the contact below or mailing SBBC at its head office:
Certain statements in this news release constitute "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this news release. Forward-looking statements in this news release include statements with respect to, among others, the Company's business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about the intended use of proceeds of the Private Placement and any other regulatory approvals with respect to the Private Placement. Forward-looking statements are often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategies", "targets", "goals", "mission", "forecasts", "objectives", "budgets", "schedules", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions. 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. The forward-looking statements contained in this news release are based on various assumptions and factors, including, but not limited to that the risk factors noted below, collectively, do not have a material impact on the Company's business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. 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 those factors which are discussed under the headings "Factors Affecting the Company's Performance" in the Company's most recent management's discussion and analysis and "Risks and Uncertainties" in the Company's management discussion and analysis for the year ended
SOURCE
© Canada Newswire, source