Simply Better Brands Corp. Announces Execution of Non-Binding Term Sheet to Acquire 60% of Crisp Management Group to Drive Expanded Availability of the SBBC Brands at Music Festivals
20 August 2021 - 10:24PM
Simply Better Brands Corp. ("
SBBC" or the
"
Company") (TSX Venture: SBBC) announces today
that it has entered into a non-binding term sheet (the
"
Term Sheet") to acquire 60% of
the Crisp Management Group Inc. ("
Crisp
Management Group") to focus on
the sale and distribution of CBD and Hemp products through
Breakaway Music Festivals in North America as well as through
E-commerce.
Under the terms of the Term Sheet, SBBC will
acquire 60% of the outstanding shares of the Crisp Management Group
for USD$500,000, to be satisfied through the issuance of common
shares of SBBC at a price per share equal to the ten (10) trading
day volume weighed average trading price of the shares on the TSX
Venture Exchange (or such other recognized stock exchange upon
which the shares are listed for trading) in the ten (10) trading
days immediately prior to the closing date of the transaction. It
is expected that the share consideration will be subject to escrow,
with 15% releasable on the 4, 8, 12, 16 and 20 month anniversaries
of the closing date, and the remaining 25% releasable 24 months
from the closing date. Additionally, SBBC would provide working
capital of USD$200,000 to Crisp Management Group and would provide
e-commerce management for Crisp Management Group business as well
as sales at the Breakaway Music Festival events
(https://breakawayfestival.com/). Additionally, the Crisp
Management Group CBD brand and SBBC’s brands will be the exclusive
CBD brands available at each music event through Breakaway Music
Festival.
Kathy Casey, CEO of SBBC stated, "On our
plant-based wellness mission, we relentlessly focus on efficacy,
innovation and brand availability. Our partnership with the Crisp
Management Group is about access to our targeted Gen Z and
Millennial consumers during live experiential events. We remain
convinced, CBD and music are key enablers to overall well-being and
are thrilled to fuel the collaboration."
Adam Lynn of Crisp Management Inc. stated, "We
are very excited to bring the knowledge of Simply Better Brands to
our festivals across the United States and soon internationally. We
are a dominant force for music festivals in secondary markets that
are not saturated with other CBD products. Crisp and SBBC will
quickly gain major market share and will build a foundation that we
envision will become a prominent brand in the space. We also have
one of the largest influencer networks in the US and will use
influencer marketing and merchandise to expand the brand from a
digital standpoint."
The parties intend to complete the transaction
as soon as is practicable and, subject to satisfactory completion
of customary due diligence, will use commercially reasonable
efforts to enter into a definitive agreement as soon as possible.
Any final transaction between the two parties is subject to
approval of the TSX Venture Exchange. No long-term debt will be
assumed by SBBC in connection with the transaction.
About Simply Better Brands
Corp.
Simply Better Brands Corp. leads an
international omni-channel platform with diversified assets in the
emerging plant-based and holistic wellness consumer product
categories. The Company’s mission is focused on leading innovation
for the informed Millennial and Generation Z generations in the
rapidly growing plant-based, natural, and clean ingredient space.
The Company continues to focus on expansion into high-growth
consumer product categories including CBD products, plant-based
food and beverage, and the global pet care and skin care
industries. For more information on Simply Better Brands Corp.,
please visit:
https://www.simplybetterbrands.com/investor-relations.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Contact Information
Simply Better Brands Corp.Brian MeadowsChief Financial Officer+1
(855) 553-7441ir@simplybetterbrands.com
Forward-Looking Information
Certain statements contained in this news
release constitute "forward-looking information" and "forward
looking statements" as such terms are used in applicable Canadian
securities laws. Forward-looking statements and information are
based on plans, expectations and estimates of management at the
date the information is provided and are subject to certain factors
and assumptions, including, that the Company’s financial condition
and development plans do not change as a result of unforeseen
events and that the Company obtains regulatory approval. SBBC's
obligation to close will be subject to TSX Venture Exchange
approval and standard closing conditions for transactions of this
nature, including, among other things, (i) accuracy of
representations and warranties and compliance with covenants and
obligations, (ii) no material adverse effect, (iii) the absence of
litigation, restraining orders, injunctions or other legal
restraints and (iv) receipt of required regulatory and third party
consents, legal opinions, officers' and secretary's certificates,
(v) signing of employment agreements, or approval of existing
employment agreements with key individuals as determined by SBBC,
(vi) other customary closing documentation and conditions.
Forward-looking statements and information are subject to a variety
of risks and uncertainties and other factors that could cause
plans, estimates and actual results to vary materially from those
projected in such forward-looking statements and information.
Factors that could cause the forward-looking statements and
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company’s
financial condition and development plans change, and delays in
regulatory approval, as well as the other risks and uncertainties
applicable to the CBD or broader wellness industries and to the
Company, and as set forth in the Company’s annual information form
available under the Company’s profile at www.sedar.com. The Company
undertakes no obligation to update the forward-looking statements
and information, other than as required by applicable law.
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