SIMPLY BETTER BRANDS CORP. ANNOUNCES $2 MILLION NON-BROKERED PRIVATE PLACEMENT

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, April 17, 2024 /CNW/ – Simply Better Brands Corp. SBBC PKANF (“SBBC” or the “Company“) is pleased to announce a non-brokered private placement of up to 5,714,285 units of the Company (the “Units“) at a price of $0.35 per Unit, for aggregate gross proceeds of up to $2,000,000 (the “Offering“).

The Company intends to use the net proceeds of the Offering to support the growth and continued market expansion of TRUBAR protein bars sold by its subsidiary, Tru Brands Inc., to a growing list of major retailers and through online channels across North America. Proceeds will also be used for general corporate and working capital purposes.

Each Unit will consist of one (1) common share in the capital of the Company (each, a “Share“) and one-half of one Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one (1) additional Share at an exercise price of $0.45 per Share for a period of 24 months following the closing of the Offering.

The Offering is being conducted pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions. As a result, the securities issued under the Offering will not be subject to resale restrictions pursuant to applicable Canadian securities laws. Subject to applicable regulatory requirements, the Units will be offered for sale to purchasers resident in Canada (other than Québec) and other qualifying jurisdictions.

The closing of the Offering is expected to occur on or about April 25, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval from the TSX Venture Exchange (the “TSXV“). The Company may engage one or more agents or finders in connection with the Offering and may pay such parties fees as may be agreed between the Company and such parties.

There is an offering document relating to the Offering of the Units that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at https://www.simplybetterbrands.com/news-releases. Prospective investors should read the offering document before making an investment decision.

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. 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold to, or for the account or benefit of persons in the United States or to any U.S. persons or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and any applicable state securities laws or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom. “United States” and “U.S. persons” shall have the meaning given to them in Regulation S under the U.S. Securities Act. 

Certain statements in this press release constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements in this press release include statements with respect to, among others, the Company’s business strategy, plans and other expectations, beliefs, goals, objectives, and information and statements about possible future events, including the amount proceeds raised under the Offering, the intended use of proceeds of the Offering, the expected closing date of the Offering, and the approval of the TSXV and any other regulatory approvals with respect to the Offering. Forward-looking statements are often, but not always, identified by words or phrases such as “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategies”, “targets”, “goals”, “mission”, “forecasts”, “objectives”, “budgets”, “schedules”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions. 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 factors, including, but not limited to, the following: the assumption that the TSXV will approve the Offering, assumptions with respect to the gross proceeds of and the closing of the Offering; and that the risk factors noted below, collectively, do not have a material impact on the Company’s business, operations, revenues and/or results. By their nature, forward-looking statements are 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 under the headings “Factors Affecting the Company’s Performance” in the Company’s most recent management’s discussion and analysis and “Risks and Uncertainties” in the Company’s management discussion and analysis for the year ended December 31, 2021, which are available under the Company’s SEDAR+ profile at www.sedarplus.com. The risk factors are not intended to represent a complete list of the factors that could affect the Company and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. 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 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.