Prime Drink Group Announces Closing of $5.3 Million First Tranche of Its Private Placement and Entering Into Amended and Restated Share Purchase Agreement
Summary
MONTREAL, May 22, 2024 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE: PRME) (Prime or the Company) announces that it has closed an initial tranche of its previously announced non-brokered private placement financing (the Offering) of subscription receipts of the Company (each, a Subscription Receipt), for gross proceeds of $5,283,625 (the Initial Tranche).The Offering is being completed in connection with the previously announced transaction (the Transaction), whereby the Company will acquire all of the issued and outstanding common shares of Triani Canada Inc. (Triani) (the Triani Shares).In connection with the Transaction, the Company intends to consolidate its outstanding common shares on a 5:1 basis (the Consolidation) resulting in 1 common share outstanding following the Consolidation for every 5 common shares outstanding prior to the Consolidation.The Initial Tranche consisted of the sale of 8,453,800 Subscription Receipts at a price of $0.625 per Subscription Receipt. Such transaction is exempt from the minority approval and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1) of MI 61-101, as neither the fair market value of the Subscription Receipts nor the consideration for the Subscription Receipts paid by such interested parties, exceeded 25% of the Companys market capitalization.As described in the press release dated May 15, 2024, available on the Companys SEDAR+ profile at www.sedarplus.ca, the Company entered into a share purchase agreement dated May 14, 2024 (the SPA) with 9296-0186 Qu\xe9bec Inc. (9296), the shareholders of 9296, and Angelpart Ventures Inc. (collectively, the Vendors), with respect to the Transaction. The Company currently owns more than 3.4 billion litres of Qu\xe9becs fresh groundwater reserves volume under permit and is strategically positioned to increase its holding. Under its new leadership team, the Company will seek to acquire, integrate, and grow beverage businesses in diversified sectors, with a focus on sustainable growth.For further information, please contact: Jean Gosselin Phone: (514) 394-7717 Email: info@prime-group.caNeither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.This press release contains forward-looking information within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as plans, expects or does not expect, is expected, budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate, or believes, or variations (including negative and grammatical variations) of such words and phrases or statements that certain acts, events or results may, could, would, might or will be taken, occur or be achieved.Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction and on the terms described herein, the completion of the Consolidation, the completion of the Offering and on the terms described herein, the conversion of the Subscription Receipts, the payment of a finders fee, the intended use of proceeds of the Offering, and statements regarding the issuance of the Adjustment Warrants.These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the beverage industry, market conditions, general economic factors, and the equity markets generally.