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Prime Drink Group Announces Terms of Simultaneous Financing for Proposed Acquisition of Triani Canada and Provides Transaction Update

Prime Drink Group Announces Terms of Simultaneous Financing for Proposed Acquisition of Triani Canada and Provides Transaction Update

Prime Drink Group Corp.Prime Drink Group Corp.

Prime Drink Group Corp.

MONTREAL, May 8, 2024 (GLOBE NEWSWIRE) — Prime Drink Group Corp. (“Prime“or the”Business“) announces the terms of financing by private placement without intermediary of a minimum of 8,000,000 subscription receipts (each, one “Subscription receipt“) and a maximum of 12,000,000 subscription receipts for gross proceeds of a minimum of $5,000,000 and a maximum of $7,500,000 (the “Offer“).

This offer is linked to the previously announced transaction (the “Proposed transaction“) by which the Company will acquire all of the issued and outstanding common shares of Triani Canada Inc. (“Triani“) pursuant to a definitive agreement (as defined herein) to be entered into between the parties, as further described in the press release dated January 22, 2024 available on the Company’s SEDAR+ profile at www.sedarplus.ca. All monetary references herein are in Canadian currency unless otherwise noted.

The proposed transaction is intended to constitute a “fundamental change” for the Company in accordance with the rules and policies of the Canadian Securities Exchange (the “CST“).

The offering

In connection with the Offering, the Company intends to issue and sell a minimum of 8,000,000 Subscription Receipts and a maximum of 12,000,000 Subscription Receipts at a price of $0.625 per Subscription Receipt for one gross proceeds of a minimum of $5,000,000 and a maximum of $7,500,000, subject to the discretion of the Company.

Each subscription receipt will be converted, without payment of any additional consideration and without further action on the part of its holder, into one ordinary share in the capital of Prime (“Preferred shares“) on a post-Consolidation basis (as defined herein), subject to adjustment, upon satisfaction or waiver of certain conditions of release from escrow, including all conditions precedent required for consummation of the Proposed Transaction (the “Conditions of release from receiver“), pursuant to the terms of a Subscription Receipt Agreement (as defined herein).

Subscription Receipt Agreement

Subscription Receipts will be created and issued in accordance with the terms of a Subscription Receipt Agreement (the “Subscription Receipt Agreement”) to be entered into between Computershare Trust Company of Canada or any other subscription receipt agent (the “Subscription Receipt Agent“) and the Company. Gross proceeds from the sale of Subscription Receipts will be held in escrow by the Subscription Receipt Agent pending compliance with or waiver of conditions for the release of escrow funds. The conditions for release from escrow will be set out in the subscription receipt agreement and will provide that if the conditions for release from escrow are not satisfied on or before the date which is 120 days after the closing of the offering, the receipts for subscription will then be canceled and the Subscription Receipt Agent will distribute the escrowed funds to the holders of the Subscription Receipts, together with their pro rata share of the interest earned thereon.

Finder’s fees may be paid in connection with the Offer up to the maximum amount permitted by the policies of the CSE.

The Subscription Receipts will be offered by way of a private placement pursuant to exemptions from the prospectus requirements provided by applicable securities laws. All securities issued in the offering will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws.

The Company intends to use the net proceeds from the private placement to finance the proposed transaction, expand its business and for working capital.

Transaction update

As previously announced, the binding letter of intent between the Company and 9296-1086 Québec Inc. (“9296“) dated January 21, 2024, provides that the proposed transaction will be consummated pursuant to a definitive agreement being negotiated by the Company, 9296, and the other parties thereto, which will contain the representations and warranties customary for such a transaction (THE “Final agreement“). The parties intend to sign the final agreement within the next two weeks.

Prior to the closing of the proposed transaction, the Company intends to consolidate its outstanding blue chip shares on a 5:1 basis (the “Consolidation“), which results in 1 preferred share outstanding after the consolidation for every 5 preferred shares outstanding before the consolidation.

Consent or meeting of shareholders

Prior to consummation of the proposed transaction, and as required by corporate law or CSE policies, Prime intends to seek shareholder approval for the proposed transaction at a meeting of its shareholders in accordance with the applicable corporate and securities laws, to approve: (a) a change in the name of the Company; (b) consolidation; (c) the size of the board of directors of the Company and the election of directors to the board of directors of Prime; (d) the fundamental change of the Company in connection with the completion of the Proposed Transaction; and (e) to the extent required, the adoption of new articles of association, an omnibus stock-based incentive plan or any other matter deemed necessary or desirable by the Company or 9296 (the “First meeting“).

Other information relating to the proposed transaction

The proposed transaction is not a “related party transaction” as that term is defined in Multilateral Instrument 61-101 – Protection of minority security holders during special transactions.

Trading in the preferred shares has been halted and is expected to remain halted until the CSE’s listing requirements are satisfied. There can be no assurance that trading in the blue chip shares will resume prior to the consummation of the proposed transaction.

Further details regarding the proposed transaction, the terms of release from receivership and the main meeting will be disclosed by the Company in a subsequent press release which will be available on the Company’s SEDAR+ profile at www.sedarplus.ca .

About Triani

Triani is a Quebec company specializing in the production, bottling and sale of alcoholic and non-alcoholic beverages to a broad clientele including prestigious brands across North America with an unaudited non-IFRS annual turnover of $28 million for the year ended in November. 30, 2023. Founded in 2015, Triani has seen solid growth following the company’s successful foray into Quebec grocery stores with its Cantini, Ettaro and Enjoy wine brands. Triani produces and markets alcoholic beverages made from Octane, Mojo, Baron and Seagram malt, as well as non-alcoholic products under the Hickson brand. It also markets alcoholic and non-alcoholic microbrewery beers from Brasserie les 2 Frères (Hickson, Série Découverte and Charles-Henri), in addition to producing several other alcoholic beverages intended for the Canadian and American markets.

About Prime Drink Group
Prime Drink Group Corp. (CSE: PRME) is a Quebec-based company that aims to become a leading diversified beverage holding company. The Company currently has more than 3.4 billion liters of Quebec fresh groundwater reserves under license and is strategically positioned to increase its participation. Under the leadership of its new management team, the Company will seek to acquire, integrate and grow beverage businesses across diversified sectors, with a focus on sustainable growth.

For more information, please contact:
Jean Gosselin
Telephone: (514) 394-7717
Email: [email protected]

Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.

Forward-looking information

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 “anticipates”, “expects” or “does not expect”, “is expected”, “budget”, “planned” , “estimates”, “plans”, “intends”, “anticipates” or “does not expect”, or “believes”, or variations (including negative and grammatical variations) of such words and expressions or statements that certain acts, events or results “may”, “could”, “would”, “could” or “will be taken”, “occur” or “be achieved”.

Forward-looking information contained in this press release may include, without limitation, statements relating to: the consummation of the proposed transaction, the timing thereof and on the terms described herein, the consummation of the offer and the use of the proceeds thereof, the payment of intermediation fees, the signing of the Final Agreement and the timetable thereof, the completion of the Consolidation, the resumption of trading in the Prime Shares, the holding of the Principal Meeting and the matters to be approved, the obtaining of all required shareholder receipts and regulatory approvals in connection with the proposed transaction and the offer, as well as the issuance of future press releases and information.

These statements are based on assumptions that are subject to significant risks and uncertainties, including risks relating to the beverage industry, market conditions, general economic factors and stock markets generally. As a result of these risks and uncertainties and as a result of various factors, the actual results, expectations, achievements or performance of Prime and 9296 may differ materially from those anticipated and indicated in such forward-looking statements. A number of factors could cause actual results to differ materially from these forward-looking statements and from future results. Although Prime and 9296 believe that the expectations reflected in the forward-looking statements are reasonable, they can give no assurance that the expectations contained in the forward-looking statements will prove to be correct. Except as required by law, Prime and 9296 disclaim any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events , changes in assumptions, changes in factors affecting these forward-looking statements or otherwise.