Prime Drink Group Announces Terms of Concurrent Financing in Connection With Proposed Acquisition of Triani Canada and Provides Update on the Transaction

MONTREAL, May 08, 2024 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE: PRME) (“Prime” or the “Company”) announces terms of the non-brokered private placement financing of a minimum of 8,000,000 subscription receipts (each, a “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 “Offering”).

This Offering is in connection with the previously announced transaction (the “Proposed Transaction”) whereby 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 among the parties, as more fully described in the press release dated January 22, 2024 available on the Company’s SEDAR+ profile at www.sedarplus.ca. All currency references herein are in Canadian currency unless otherwise specified.

The Proposed Transaction is intended to constitute a “fundamental change” for the Company pursuant to the rules and policies of the Canadian Securities Exchange (the “CSE”).

The Offering

Pursuant to 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 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 shall be converted, without payment of any additional consideration and without any further action by the holder thereof, into one common share in the capital of Prime (“Prime Shares”) on a post-Consolidation (as defined herein) basis, subject to adjustment, upon satisfaction or waiver of certain escrow release conditions, including all of the conditions precedent required for the completion of the Proposed Transaction (the “Escrow Release Conditions”), pursuant to the terms of a Subscription Receipt Agreement (as defined herein).

Subscription Receipt Agreement

The Subscription Receipts will be created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into between Computershare Trust Company of Canada, or such other subscription receipt agent (the “Subscription Receipt Agent”) and the Company. The gross proceeds from the sale of the Subscription Receipts will be held in escrow by the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions. The Escrow Release Conditions will be set forth in the Subscription Receipt Agreement and will provide that if the Escrow Release Conditions are not satisfied on or before the date that is 120 days from the closing of the Offering, then the Subscription Receipts shall be cancelled and the Subscription Receipt Agent shall distribute the escrowed funds to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.