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SWMBRD Sports settles $97,200 in debt with shares

2024-02-09 10:24 ET - News Release

Mr. Justin Schroenn reports

SWMBRD ANNOUNCES CLOSING OF DEBT SETTLEMENTS, FINANCING AND FURTHER SETTLEMENT OF DEBT

Pursuant to its news releases dated Oct. 12, 2023, and Jan. 12, 2024, SWMBRD Sports Inc. has issued an aggregate of 3.24 million settlement units in the capital of the company at a deemed price of three cents per settlement unit to certain creditors to settle an aggregate of $97,200 in bona fide debt of the company. Each settlement unit consists of one common share in the capital of the company and one common share purchase warrant.

Each debt settlement warrant is exercisable by the warrantholder to acquire one additional common share at a price of 7.5 cents for a period of 24 months from the closing of the debt settlements.

The securities issued in connection with the debt settlements are subject to a four-month-plus-one-day hold expiring on May 23, 2024.

In addition, the company has issued 4,272,000 financing units in the capital of the company at a price of 1.5 cents per unit for gross proceeds of $64,080 and has issued an aggregate of 1,960,106 debt settlement units in the capital of the company at a deemed price of 1.5 cents per debt settlement unit to certain creditors to settle an aggregate of $29,401.59 in bona fide debt of the company. Each financing unit and debt settlement unit consists of one common share in the capital of the company and one common share purchase warrant.

Each warrant is exercisable by the warrantholder to acquire one additional common share at a price of five cents for a period of 24 months from the closing of the financing and debt settlement transaction.

The securities issued in connection with the financing and the debt settlement transaction are subject to a four-month-plus-one-day hold expiring on June 9, 2024.

The company has allocated the proceeds from the financing for general working capital and corporate matters.

As a creditor to the debt settlements, Matthew Schroenn, a director and officer of the company, acquired directly, 1.08 million settlement units. As a creditor to the debt settlements, Justin Schroenn, a director and officer of the company, acquired directly, 1.08 million settlements units. As a creditor to the debt settlements, Gareth Schroenn, a director and officer of the company, acquired directly, 1.08 million settlement units and acquired directly 1,114,464 debt settlement units.

Participation of insiders of the company in the offering will constitute a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on the exemption from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and the exemption from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

About SWMBRD Sports Inc.

SWMBRD Sports is a Vancouver- based sporting goods company looking to enable millions to rethink their way of recreating in the water. Management believes that SWMBRD's proprietary aquatic sports board, by virtue of its patented design, is revolutionary in how it empowers the human body in the water like nothing before, giving water lovers of all ages and abilities the freedom to explore all aquatic environments with ease.

We seek Safe Harbor.

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