CENTR Brands Corp. Announces Fully Subscribed Offering and Amended and Restated Offering Document
Vancouver, British Columbia--(Newsfile Corp. - February 23, 2023) - CENTR Brands Corp. (CSE: CNTR) (FSE: 303) (OTC: CNTRF) ("CENTR Brands" or the "Company") is pleased to announce that the previously announced non-brokered private placement of units at a price of $0.30 per Unit for aggregate gross proceeds of up to $5,000,000 (the "Offering") is fully-subscribed.
Each Unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant (each such Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company (each, a "Warrant Share") at a price of $0.50 per Warrant Share at any time on or before 5:00 p.m. (Vancouver time) on the date which is three years after the closing date of the Offering (the "Closing Date"), subject to adjustment in certain events. If, at any time following the Closing Date, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the "CSE")is greater than $0.70 per Common Share for a period of 5 consecutive trading days (the "Triggering Event"), the Company shall have the right to accelerate the expiry date of the Warrants to a date not less than 30 days after the later of: (i) the date that notice of such acceleration is provided to the Warrant holders; and (ii) the date of issuance of a press release disclosing the occurrence of the Triggering Event.
It is anticipated that the net proceeds of the Offering will be used for general corporate working capital purposes. The Company will pay a finder's fee in connection with the sale of certain of the Units to subscribers introduced to the Company by finders.
The Offering is scheduled to close on or about March 31, 2023, or such other date or dates not exceeding 45 days from the date hereof, as determined by the Company. Closing of the Offering is subject to receipt of all regulatory approvals, including approval of the CSE.
There is an offering document related to this Offering dated February 15, 2023 (the "Offering Document") that can be accessed under the Company's profile at www.sedar.com and at https://www.findyourcentr.com/pages/investor-resources. Prospective investors should read this offering document before making an investment decision. The Company has filed an amended and restated Offering Document today to reflect that a finder's fee will be paid in connection with the sale of certain of the Units to subscribers introduced to the Company by finders.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI45-106"), the Offering is being made to purchasers resident in all provinces and territories of Canada (except Quebec), pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The Units offered under the Listed Issuer Financing Exemption to investors resident in Canada will not be subject to a hold period pursuant to applicable Canadian securities laws. The Offering will also be conducted in the United States and certain foreign jurisdictions pursuant to applicable securities laws.
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 CENTR Brands Corp.
CENTR Brands Corp. is one of North America's leading functional wellness beverage companies. The Company develops and markets non-alcoholic, functional beverages and powders for the global market. The Company produces CENTR and CENTR Sugar Free, both sparkling, low calorie CBD beverages; CENTR Instant, a family of on-the-go, adaptogen-based CBD powders; and CENTR Enhanced, a refreshing, ZERO calorie, non-CBD, nootropic and adaptogen sparkling water incorporating a variety of science-backed ingredients.
For more information on CENTR Brands visit www.findyourcentr.com or contact us at media@findyourcentr.com. Be sure to follow us on social media @findyourcentr and @drinkcentr. Consumers that do not yet have a local CENTR Brands retailer can visit our online store at: www.findyourcentr.com.
On behalf of the Board,
CENTR BRANDS CORP.
/s/ Arjan Chima
Arjan Chima, Chief Executive Officer
Forward-Looking Information
This press release may contain "Forward-Looking Statements" within the meaning of applicable Canadian securities laws. Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the Company's intentions regarding its objectives, goals or future plans and statements, including with respect to the completion of the Offering, the proposed use of the net proceeds of the Offering, the value proposition the Company offers to consumers, the Company's ability to capitalize on global health & wellness trends, its ability to grow revenue opportunities and improve returns to its shareholders, the Company's positioning in the emerging health beverage market and the Company's ability to drive sustainable, industry-leading growth. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
The CSE has not reviewed, approved, or disapproved the contents of this press release.
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