CENTR Brands Corp. Closes Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - March 6, 2023) - CENTR Brands Corp. (CSE: CNTR) (FSE: 303) (OTCQB: CNTRF) (the "Company") announced today that it completed the previously announced non-brokered private placement financing pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Financing") on March 3, 2023. Pursuant to the Financing, the Corporation issued an aggregate of $4,999,999.80 of units of the Company (the "Units") at an issue price of $0.30 per Unit.
Each Unit is comprised of one common share (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at an exercise price of $0.50 per Warrant Share for a period of three yearsfollowing the date of issue, subject to a redemption timing adjustments 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.
Certain founding shareholders and insiders of the Company participated in the Financing, and subscribed for a total of 9,319,966 Units, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuances to the insiders are exempt from the valuation and the minority shareholder approval requirements of MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Financing as the details of the Financing and the participation therein by related parties were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
The net proceeds of the Financing will be used for general working capital purposes. The Company paid a finder's fee in connection with the sale of certain of the Units to subscribers introduced to the Company by finders.
Early Warning Reporting Disclosure
In connection with the Financing, the Company issued 9,149,966 Units to certain entities controlled by Paul Meehan (collectively "Meehan") at a price of $0.30 per Unit, for aggregate gross proceeds of $2,744,989.80.
As of March 1, 2023, Meehan had control over 15,598,883 Common Shares, representing 15.9% of the issued and outstanding Common Shares, and 1,540,000 Common Share-purchase warrants. Assuming the exercise of the Common Share-purchase warrants, Meehan would have control or direction over 17,138,883 Common Shares, representing 17.2% of the issued and outstanding Common Shares as of March 1, 2023.
Immediately after the closing of the Financing, Meehan had control of 24,748,849 Common Shares, representing 21.6% of the issued and outstanding Common Shares, and 10,689,966 Common Share-purchase warrants. Assuming the exercise of the Warrants, Meehan would have control or direction over 35,438,815 Common Shares, representing 31.0% of the issued and outstanding Common Shares.
Meehan's acquisition of the Units was made for investment purposes. Subject to applicable laws, Meehan may acquire additional securities of the Company or may dispose of any or all of its holdings of Common Shares, from time to time through, among other things, transactions on the open market or in private transactions or otherwise, on such terms and at such times as Meehan may deem advisable depending upon an ongoing evaluation of the Common Shares, the Company, prevailing market conditions, the availability of Common Shares at prices that would make the purchase or sale of Common Shares desirable, other investment opportunities, liquidity requirements of the Acquiror, respectively, and/or other considerations and in such manner as it deems appropriate, subject to applicable laws.
A copy of the early warning report filed by Meehan in connection with the above will be filed on SEDAR and made available under the Company's issuer profile on SEDAR at www.sedar.com.
For further information, please contact Yuki Sugiyama at 604-733-1514.
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.
"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 intended use of the net proceeds of the Financing and the proposed sale of additional Units of the Company on similar terms as the Financing. 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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