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Simply Better Brands Corp
Symbol SBBC
Shares Issued 85,945,651
Close 2024-08-07 C$ 0.53
Market Cap C$ 45,551,195
Recent Sedar Documents

Simply Better closes credit facility, issues notes

2024-08-07 18:22 ET - News Release

Mr. Brian Meadows reports

SIMPLY BETTER BRANDS CORP. CLOSING OF USD $5 MILLION CREDIT FACILITY FOR TRUBAR(TM) AND ISSUANCE OF CAD $3 MILLION OF SECURED PROMISSORY NOTES

Simply Better Brands Corp. has successfully closed the previously announced credit facility with a Tier 1 Canadian bank and the issuance of $3-million (Canadian) of secured promissory notes of the company.

Simply Better Brands has closed the previously announced $5-million (U.S.) credit facility with a Tier 1 Canadian bank for its 100-per-cent-owned subsidiary, Tru Brands Inc. The new credit facility is incremental to the $5-million (U.S.) credit facility previously announced on June 19, 2024.

Under the terms of the credit facility, up to $5-million (U.S.) ($6.8-million (Canadian)) will be made available to Tru Brands and its Canadian subsidiary, Trubrands Snack Company Inc., in the form of an asset-based lending facility secured against Trubar's accounts receivables. The credit facility will substantially lower the current cost of capital to 8.85 to 9.0 per cent per annum, compared with its current receivable factoring arrangement that averages a cost of 15 per cent plus per annum.

The company intends to use the additional credit facility to support the expansion of Trubar sales in the United States, Canada and other international markets.

Additionally, subject to the approval of the TSX Venture Exchange, the company today announces an investment of $3-million (Canadian) to facilitate the repayment of an existing lender who held a first-priority charge against certain assets of the company at an interest rate of 15 per cent per annum. It was a condition to securing the credit facility that the Tier 1 Canadian bank be granted first-ranking security over Trubar's accounts receivables. This investment allowed the company to repay the existing lender, to remove the prior security granted to facilitate the credit facility and to improve the company's balance sheet, all of which resulted in the availability of more favourable terms under the credit facility with the Tier 1 Canadian bank and an overall reduction in the company's cost of capital. The investment was made by way of a loan of $3-million (Canadian) from its chairman and chief executive officer, Kingsley Ward, Erica Groussman, board member and chief executive officer of Tru Brands, and VRG Capital Partners, a company controlled by Mr. Ward, to support Trubar sales expansion. The loan was made pursuant to three secured promissory notes of the company, each representing a principal amount of $1-million (Canadian). The promissory notes will mature on July 31, 2025, and will bear interest at a rate of 15 per cent per annum, payable monthly in arrears. This investment by these board members and shareholders demonstrates their continued support for the development of Trubar and Simply Better Brands' business.

"We are excited to have completed the financings that will enable us to put additional resources and investment behind the growth of Trubar in North America and international markets," said Kingsley Ward, Simply Better Brands chairman and chief executive officer.

Each of Mr. Ward and Ms. Groussman is a related party of the company, and the purchase of the promissory notes and the matters relating thereto are considered to be related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, requiring the company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transactions.

Pursuant to sections 5.5(b) and 5.7(1)(f) of MI 61-101, the company relied on exemptions from the formal valuation and minority shareholder requirements, respectively, as, in addition to no securities of the company being listed or quoted on certain specified exchanges, the promissory notes are non-convertible loans obtained on reasonable commercial terms that are not less advantageous to the company than if promissory notes and matters relating thereto were obtained from a person dealing at arm's length, and are not repayable, directly or indirectly, in equity or voting securities of the company or a subsidiary.

The issuance of the promissory notes and the matters relating thereto were each approved by the independent directors of the company, being all directors other than Mr. Ward, Ms. Groussman and H. Brock Bundy. No materially contrary view or abstention was expressed or made by any director of the company in relation to the proposed transaction. The company did not file a material change report more than 21 days before the expected closing as the details of the promissory notes and matters relating thereto were not finalized until immediately prior to their issuance, and the company wished to secure the financing as soon as practicable for sound business reasons.

About Simply Better Brands Corp.

Simply Better Brands is an international omnichannel platform with a portfolio of diversified assets in the rapidly growing plant-based, natural and clean ingredient space. The company targets informed, health-conscious millennial and Generation Z consumers with a focus on opportunities for expansion into high-growth consumer product categories.

We seek Safe Harbor.

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