VANCOUVER, BC, March 24,
2022 /CNW/ - Wildpack Beverage Inc. (TSXV: CANS)
(OTC: WLDPF) ("Wildpack" or the "Company") is pleased
to announce that, further to the Company's announcements on
March 21, 2022, it will be launching
a proposed overnight marketed public offering of convertible
debenture units (the "Offered Debenture Units") of up to
C$5 million (the "Offering").
The Offering will be led by Roth Canada, ULC (the "Lead
Underwriter"), on behalf of a syndicate of underwriters to be
named (the "Underwriters"). The Company will no longer be
pursuing the non-brokered private placement announced on
March 22, 2022.
Each Offered Debenture Unit will consist of: (i) a principal
amount 8% convertible unsecured debenture (the "Convertible
Debentures") maturing four years from the closing of the
Offering (the "Maturity Date"); and (ii) 500 common share
purchase warrants (the "Warrants"), with each Warrant
entitling the holder thereof to acquire one common share for a
period of two years from the closing of the Offering. The terms of
the Offering set out herein are indicative terms only and the
definitive size of the Offering, issue price per Offered Debenture
Unit, face value of the Convertible Debentures, the number of
Warrants and exercise price of each Warrant will be determined in
the context of the market.
The Company has granted the Underwriters an option, exercisable,
in whole or in part, at any time not later than the 30th
day following the closing of the Offering, to purchase up to an
additional 15% of the Offering for market stabilization purposes
and to cover over-allotments, if any (the "Over-Allotment
Option").
At any time and from time to time following the expiry of 36
months after the closing of the Offering, the Company may, at its
option, redeem pro rata all or part of the Convertible
Debentures, upon not less than 30 nor more than 60 days' prior
written notice, at a redemption price which is equal to 110% of the
principal amount thereof, plus any accrued and unpaid interest that
would otherwise be payable to the holder from the time of the
Optional Redemption until the Maturity Date.
The Company may force the conversion of all but not less than
all of the principal amount of the then outstanding Convertible
Debentures at a conversion price to be determined in the context of
the market.
The closing of the Offering is expected to occur on or about
March 31, 2022 and is subject
to the approval of the TSX Venture Exchange Inc. (the
"TSXV") and other necessary regulatory approvals. The
Company will use commercial reasonable efforts to obtain the
necessary approvals to list the Convertible Debentures, the
Warrants, the common shares issuable upon conversion of the
Convertible Debentures and the common shares issuable upon exercise
of the Warrants on the TSXV.
The net proceeds from the Offering will be used to fund the
acquisition of strategic canning-related businesses located in
the United States, capital
expenditures associated with such acquisitions, and for general
working capital purposes.
The Offered Debenture Units will be offered by way of (i) a
prospectus supplement (the "Prospectus Supplement") to
Wildpack's short form base shelf prospectus dated March 11, 2022, which Prospectus Supplement is
expected to be filed with the securities commissions and other
similar regulatory authorities in each of the provinces of
Canada, except Quebec; (ii) in the
United States by way of private placement pursuant to the
exemption from registration provided for under Rule 144A of the
United States Securities Act of 1933, as amended; and (iii) in
jurisdictions outside of Canada
and the United States as are
agreed to by the Company and the Underwriters on a private
placement or equivalent basis. It is expected that the
Company and the Underwriters will enter into a definitive
underwriting agreement and file the Prospectus Supplement following
the pricing of the Offering.
The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
State in which such offer, solicitation or sale would be
unlawful.
WILDPACK BEVERAGE INC.
Per: "Mitch
Barnard"
Mitch
Barnard
Chief Executive Officer and
Director
Advisors
Fasken Martineau DuMoulin LLP is the legal advisor to Wildpack
Beverage Inc. and Torvan Capital Partners Ltd. is providing
strategic consulting services. Wildeboer Dellelce LLP is acting as
legal counsel for the Underwriters.
About Wildpack
Wildpack is engaged in beverage manufacturing and packaging,
operating in the middle market by providing sustainable aluminum
can filling, decorating, packaging, and sleeve and label printing
services to brands throughout the United
States. Wildpack currently operates indirectly through its
wholly owned subsidiaries and out of facilities in Baltimore, Maryland, Grand Rapids, Michigan, Atlanta, Georgia, Longmont, Colorado, Sacramento, California and Las Vegas, Nevada with a focus on digital
innovation and green ready-to-drink packaging. Wildpack commenced
trading on May 19, 2021 on the TSX
Venture Exchange under the symbol "CANS" and commenced trading on
February 23, 2022, on the
OTCQB® Venture Market under the symbol "WLDPF".
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws,
including, without limitation: our statements related to the use of
proceeds of the Offering. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by management, are inherently subject
to significant business, economic and competitive uncertainties,
and contingencies. These statements generally can be identified by
the use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or the negative thereof or similar
variations. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause future
results, performance or achievements to be materially different
from the estimated future results, performance or achievements
expressed or implied by those forward-looking statements and the
forward-looking statements are not guarantees of future
performance. Wildpack's statements expressed or implied by these
forward-looking statements are subject to a number of risks,
uncertainties, and conditions, many of which are outside of
Wildpack's control, and undue reliance should not be placed on such
statements. Forward-looking statements are qualified in their
entirety by the inherent risks and uncertainties surrounding the
Offering, including: that Wildpack's assumptions in making
forward-looking statements may prove to be incorrect; adverse
market conditions; risks inherent in the beverage manufacturing and
packaging sector in general; that future results may vary from
historical results; and competition in the markets where
Wildpack operates. Except as required by securities law, Wildpack
does not assume any obligation to update or revise any
forward-looking statements, whether as a result of new information,
events or otherwise.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
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SOURCE Wildpack Beverage Inc.