TORONTO, ONTARIO, CANADA, December 13, 2024 /EINPresswire.com/ -- Cizzle Brands Corporation (the “Company”) is pleased to announce that it has closed a non-brokered private placement, raising aggregate gross proceeds of $60,000 through the issuance of 312,500 common shares in the capital of the Company (each, a “Common Share”) at a price of $0.192 per Common Share (the “Offering”).
The gross proceeds of the Offering will be used for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
Certain subscribers in the Offering are considered a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Offering is considered a “related party” transaction pursuant MI 61-101. The Offering is exempt from the formal valuation and minority approval requirements of MI 61-101 by the application of sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the Company’s shares are not listed on specified markets and the fair market value of the Common Shares issued pursuant to the Offering does not exceed $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
In connection with the Offering, Highland Capital Advisors Inc. (“Highland”) acquired 156,250 Common Shares. Highland is beneficially owned and controlled by Andrew Farncomb, who is also a trustee of HCA 2018 Investment Trust (“HCA”). HCA beneficially owns and controls 260,416 Common Shares. Highland and HCA together, beneficially own and control, directly or indirectly, 416,666 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares on a fully diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Highland owned nil Common Shares. Highland has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
In connection with the Offering, Redpoint Capital Inc. (“Redpoint”) acquired 156,250 Common Shares. Redpoint is beneficially owned and controlled by Daniel Laforest, who is also a trustee of RPC 2018 Investment Trust (“RPC”). RPC beneficially owns and controls 260,416 Common Shares. Redpoint and RPC together, beneficially own and control, directly or indirectly, 416,666 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares on a fully diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Redpoint owned nil Common Shares. Redpoint has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
Copies of the respective early warning reports that will be filed by HCA and RPC may be obtained on the Company’s SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
On behalf of the Board of Directors,
“TJ Finch”
Chief Executive Officer, Chief Financial Officer & Director
For more information, please contact:
TJ Finch
Chief Executive Officer, Chief Financial Officer & Director
T: (647) 738-8063
E: tj@kilncapitaladvisors.com
Cautionary Statements
This press release contains "forward-looking statements". Forward-looking statements can be identified by words such as: anticipate, intend, plan, goal, seek, believe, project, estimate, expect, strategy, future, likely, may, should, will and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
The gross proceeds of the Offering will be used for general working capital purposes. All Common Shares issued pursuant to the Offering are subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable securities legislation.
Certain subscribers in the Offering are considered a "related party" to the Company under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Offering is considered a “related party” transaction pursuant MI 61-101. The Offering is exempt from the formal valuation and minority approval requirements of MI 61-101 by the application of sections 5.5(b) and 5.7(1)(b) of MI 61-101 as the Company’s shares are not listed on specified markets and the fair market value of the Common Shares issued pursuant to the Offering does not exceed $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
In connection with the Offering, Highland Capital Advisors Inc. (“Highland”) acquired 156,250 Common Shares. Highland is beneficially owned and controlled by Andrew Farncomb, who is also a trustee of HCA 2018 Investment Trust (“HCA”). HCA beneficially owns and controls 260,416 Common Shares. Highland and HCA together, beneficially own and control, directly or indirectly, 416,666 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares on a fully diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Highland owned nil Common Shares. Highland has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
In connection with the Offering, Redpoint Capital Inc. (“Redpoint”) acquired 156,250 Common Shares. Redpoint is beneficially owned and controlled by Daniel Laforest, who is also a trustee of RPC 2018 Investment Trust (“RPC”). RPC beneficially owns and controls 260,416 Common Shares. Redpoint and RPC together, beneficially own and control, directly or indirectly, 416,666 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares on a fully diluted basis, being that the Company has no outstanding convertible securities. Prior to the Offering, Redpoint owned nil Common Shares. Redpoint has acquired the securities for investment purposes and may, from time to time, acquire additional securities of the Company or dispose of such securities as she may deem appropriate.
Copies of the respective early warning reports that will be filed by HCA and RPC may be obtained on the Company’s SEDAR+ profile or by contacting Grant Duthie at (416) 869-1234.
On behalf of the Board of Directors,
“TJ Finch”
Chief Executive Officer, Chief Financial Officer & Director
For more information, please contact:
TJ Finch
Chief Executive Officer, Chief Financial Officer & Director
T: (647) 738-8063
E: tj@kilncapitaladvisors.com
Cautionary Statements
This press release contains "forward-looking statements". Forward-looking statements can be identified by words such as: anticipate, intend, plan, goal, seek, believe, project, estimate, expect, strategy, future, likely, may, should, will and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
TJ Finch
Cizzle Brands Corporation
+16476672432 ext.
email us here
Legal Disclaimer:
EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.