CE Brands Inc. (TSXV:CEBI.P) (the “Corporation”) announces that it closed its previously-announced public offering (the “Offering”) of 4,156,626 subscription receipts (the “Subscription Receipts”), at a price of $4.15 per Subscription Receipt, for gross proceeds of $17,250,000, which included an over-allotment of 542,168 Subscription Receipts. —
The syndicate of agents for the Offering, which marketed the Offering on the basis of “commercially reasonable efforts”, consisted of Integral Wealth Securities Limited and Echelon Wealth Partners Inc., as co-lead agents (the “Co-lead Agents”), and Research Capital Corporation (collectively with the Co-lead Agents, the “Agents”). The Agents exercised their over-allotment option in full.
Each Subscription Receipt entitles the holder to receive, without payment of additional consideration and without any further action, one unit of the Corporation (a “Unit”) upon the satisfaction of the escrow release conditions more particularly described below. Each Unit consists of one Common Share of the Corporation (an “Underlying Share”) and one Common Share purchase warrant of the Corporation (an “Underlying Warrant”). Each such Underlying Warrant entitles the holder to purchase one Common Share, for a purchase of price of $7.50 per Common Share, for a period of 24 months following the date on which the Underlying Warrant was issued.
The escrow release conditions are: (a) except as consented to in writing by the Co-lead Agents (on behalf of the Agents), no material provision of the amalgamation agreement relating to the previously-announced business combination of the Corporation and eBuyNow eCommerce Ltd. (the “Qualifying Transaction”), has been amended by the parties thereto; (b) that the Qualifying Transaction has closed and the Corporation has delivered a notice to the Co-lead Agents (on behalf of the Agents), confirming that the Qualifying Transaction has closed; (c) that all of the conditions contained in the agency agreement relating to the engagement of the Agents have been satisfied (or waived with the prior written approval of the Co-lead Agents (on behalf of the Agents)); and (d) that the Corporation and the Co-lead Agents (on behalf of the Agents) have delivered an irrevocable direction to Odyssey Trust Company, the trustee of the Subscription Receipts, confirming that the conditions stated in the subscription receipt agreement governing the Subscription Receipts have been satisfied (or waived with the prior written approval of the subscription receipt agent).
Following the satisfaction of the escrow release conditions, the net proceeds of the Offering will be used by the Corporation to strengthen its financial position by discharging outstanding debt, and pursuing growth strategies, which include expanding its customer base; accelerating the rollout of new product lines; supporting the growth of existing customers; establishing products on new sales channels; and selectively pursuing acquisitions.
Under the Offering, the Agents are entitled to a cash commission, the details of which are contained in the final prospectus. The Corporation paid one-half of the cash commission at closing and will pay the balance immediately following the satisfaction of the escrow release conditions. As additional compensation, upon satisfaction of the escrow release conditions, the Corporation will grant the Agents irrevocable and non-transferable agents' options (the “Agents’ Options”) to purchase a certain number of Common Shares. The Agents’ Options will be exercisable at a price of $4.15 per Common Share, for a period of 12 months following the satisfaction of the escrow release conditions.
The details of the Offering and Qualifying Transaction are contained in the final prospectus for the Offering, a copy of which is available on SEDAR at www.sedar.com.
The TSXV has granted conditional acceptance to list the Common shares of the Corporation (including the Underlying Shares and Warrant Shares) (collectively, the “Listing”). The Listing is subject to final TSXV acceptance.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Subscription Receipts in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Neither the TSX Venture Exchange nor its regulation services provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains forward-looking information within the meaning of applicable securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “expects”, “intends”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information concerning receipt of regulatory and stock exchange approvals of the Qualifying Transaction and Listing and the use of proceeds of the Offering. The forward-looking information is based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the ability of the Corporation to complete the Qualifying Transaction and Listing on the terms proposed, or at all. Although the Corporation believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Corporation cannot give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. These risks and uncertainties include, but are not limited to, the inability of the Corporation to satisfy the conditions precedent to the Qualifying Transaction and Listing. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press release, and to not use such forward-looking information for anything other than its intended purpose. The Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
Release ID: 89028470