SIMPLY BETTER BRANDS ANNOUNCES VOTING RESULTS FOR ITS 2024 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND ENGAGEMENT OF CLARUS SECURITIES

24.05.24 21:31 Uhr

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VANCOUVER, BC, May 24, 2024 /CNW/ - Simply Better Brands Corp. (TSXV: SBBC) (OTCQB: PKANF) ("SBBC" or the "Company") is pleased to provide the results of the annual general and special meeting of shareholders of the Company (the "Meeting") held earlier today. In addition, SBBC is pleased to announce that it has entered into an advisory services agreement (the "Advisory Agreement") with Clarus Securities Inc. ("Clarus") pursuant to which Clarus will provide capital markets advisory services to the Company.

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A total of 20,224,408 common shares of the Company, representing approximately 27.7% of the issued and outstanding common shares of the Company, were represented in person or by proxy at the Meeting.

Each of the matters considered at the Meeting is described in detail in the Notice of Annual General and Special Meeting of Shareholders & Management Information Circular dated March 29, 2024 (the "Information Circular") and in the Company's press release dated May 10, 2024 (the "Press Release"), copies of which is available under the Company's profile on SEDAR+ at www.sedarplus.com. All nominees listed in the Information Circular and in the Press Release were elected as directors of SBBC, to serve until the next annual meeting of shareholders, or until their successors are elected or appointed.

The results of the votes are as follows:

Name of Nominee

% of Votes For

% of Votes
Withheld/ Against

Paul Norman

100 %

Nil

Michael Galloro

91.97 %

8.03 %

J.R. Kingsley Ward

99.74 %

0.26 %

Richard Kellam

99.82 %

0.18 %

H. Brock Bundy

99.82 %

0.18 %

Erica Groussman

100 %

Nil

All other resolutions at the Meeting were successfully approved by shareholders, including setting the number of directors at six, the appointment of Davidson & Company LLP as auditors of the Company and approval of SBBC's omnibus equity incentive plan, all as described in the Information Circular.

J.R. Kingsley Ward, the Chairman of the Company, commented, "We're thrilled to welcome Brock Bundy and Erica Groussman to the Board of Directors of SBBC. Brock brings SBBC his extensive experience in managing public companies and Erica's background and experience will be integral to our continued development and successful execution of our strategic growth plan".

Mr. Bundy has more than 30 years' experience in the financial sector. He started his career with the RBC in 1988 and held numerous senior positions in both Canada and Japan as an Institutional Trader and then as a Corporate Lender.  Most recently he has been a Managing Partner of VRG Capital Inc., a private equity firm, and he also sits on the investment committee of a private multi-billion-dollar debt fund, along with a number of other Board Directorships.  Mr. Bundy is a Chartered Professional Accountant and a member of the Society of Management Accountants of Ontario. He earned his ICD.D designation from the Institute of Corporate Director's in 2017.

Ms. Groussman is the co-founder and Chief Executive Officer of SBBC's Tru Brands, Inc. subsidiary which offers a selection of TRUBAR protein bars for health-conscious consumers sold across North America by a growing list of major retailers in the club, convenience, and grocery channels as well as online sites including Amazon. Ms. Groussman has led the growth and expansion of Tru Brands since 2018 leading to its acquisition by SBBC in 2021.

SBBC also announces that it has entered into an Advisory Agreement with Clarus, an arm's length party to the Company, to recognize the ongoing advisory services that Clarus has provided to the Company since February 2024 in connection with, among other things, the suspension of operations of the Company's PureKana LLC subsidiary, and whereby Clarus has agreed to continue to provide capital markets advisory services to the Company.

Pursuant to the Advisory Agreement, the Company has agreed pay to Clarus a work fee in the aggregate amount of $250,000 (the "Work Fee"). Subject to the policies and acceptance of the TSX Venture Exchange (the "TSXV"), the Work Fee shall be payable by the Company as follows: (i) $225,000 will be paid in cash, and (ii) $25,000 will be paid through the issuance of 600,000 warrants to purchase common shares of the Company (each, an "Advisor Warrant") at a price of $0.044 per Advisor Warrant. Each Advisor Warrant shall entitle the holder thereof to acquire one (1) common share in the capital of the Company at a price of $0.51 per share for a period of one (1) year from the date of issuance.

About Simply Better Brands Corp.

Simply Better Brands Corp. leads an international omni-channel platform with diversified assets in the emerging plant-based and holistic wellness consumer product categories. The Company's mission is focused on leading innovation for the informed Millennial and Generation Z generations in the rapidly growing plant-based wellness, natural, and clean ingredient space. The Company continues to focus on expansion into high-growth consumer product categories including plant-based food, clean ingredient skincare and plant-based wellness. For more information on Simply Better Brands Corp., please visit: https://www.simplybetterbrands.com/investor-relations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

Certain statements contained in this news release constitute "forward-looking information" and "forward looking statements" (collectively, "forward-looking statements") as such terms are used in applicable Canadian securities laws and are based on plans, expectations and estimates of management at the date of this press release. Forward-looking statements include, without limitation, statements with respect to the Meeting, including the expected motions to amend resolutions at the Meeting and the voting results thereof. The words "engaged in", "evaluating", "continuing to", "enable", "is reviewing", "potential", "intend", "believes", "aims" or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "occur", "continue" or "be achieved", and other similar expressions, identify forward-looking statements. 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. Forward looking statements contained in this press release are based on various assumptions and 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 in the Company's annual management discussion and analysis for the year ended December 31, 2023, which is available under the Company's SEDAR+ profile at www.sedarplus.com. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided as of the date of this press release for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.

SOURCE Simply Better Brands Corp.

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