The complete corrected press release for January 9, 2023 is below:
The Company announces that it has closed the first tranche of the non-brokered private placement for gross proceeds of $334,500 by issuing an aggregate of 6,690,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit (the "First Tranche"). Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share (each, a "Warrant Share") for a period of 12 months from the date of issue at an exercise price of $0.07 per Warrant Share.
In connection with the First Tranche, Connie Marples, the CEO of the Company, indirectly, through a wholly owned company, 1280307 B.C. Ltd. ("128"), subscribed for 2,000,000 Units at a price of $0.05 per Unit, which are to be issued to 128 on March 22, 2023. The participation by an insider in the Private Placement is a related-party transaction, as defined under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.5(b) of MI 61-101 as the Company's Common Shares are not listed on a specified market and Section 5.7(a) of MI 61-101 as the fair market value of the consideration of the Units being issued does not exceed 25% of the Company's market capitalization.
All securities issued in the First Tranche are subject to a statutory four-month and one-day hold period under applicable Canadian securities laws.
Changes in the Board of Directors
The Company also announces Marion McGrath has resigned as a corporate secretary of the Company, effective immediately. The Company would like to thank Ms. McGrath for her contribution to the Company and wishes her well with her future endeavours. Frank Kordy will be appointed as Corporate Secretary of the Company in Ms. McGrath's stead. Since 1997, Mr. Kordy has assisted numerous publicly traded companies in both Canada and the United States with their business development, corporate communication, corporate disclosure, corporate financing, management, marketing and investor relations endeavors. Mr. Kordy has successfully assisted several companies with their Canadian "go public" mandates. Furthermore, Mr. Kordy has successfully assisted Canadian listed companies in gaining access to the U.S. capital markets by providing them guidance and navigating them through the OTC Markets listing process.
December 2022 Debt Settlement
On December 28, 2022, the Company settled certain debts in the aggregate amount of $125,000 owing and payable to two creditors of the Company through the issuance of 5,000,000 Common Shares at a deemed price of $0.025 per Common Share (the "December 2022 Debt Settlement").
All securities issued in connection with the First Tranche and the December 2022 Debt Settlement are subject to a statutory hold period of four-months and one-day hold period under applicable Canadian securities laws.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The complete corrected press release for March 14, 2023 is below:
The Company announces that it has closed the second and final tranche of the previously announced non-brokered private placement by issuing an aggregate of 550,000 units of the Company (each, a "Unit") at a price of $0.05 per Unit. Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") for a period of 12 months from the date of issue at an exercise price of $0.07 per Warrant Share. Over the two tranches, the Company issued an aggregate of 7,240,000 Units for aggregate gross proceeds of $362,000 (the "Private Placement").
In connection with the Private Placement, the Company paid a certain eligible persona cash commission in the amount of $1,750.00 as compensation for introducing certain purchasers of Units to the Company. The net proceeds from the Private Placement will be used for general working capital purposes and to further advance the Company's business plans.
Stock Option Grant
The Company also announced that it had issued 750,000 stock options of the Company (the "Stock Options") to certain employees and consultants of the Company. Neither any members of management nor any directors of the Company were recipients of the Stock Options. The Stock Options issued vest immediately and are exercisable to acquire one Common Share at an exercise price of $0.05 for a period of one year after the date of issuance.
March 2023 Debt Settlement
The Company further announced that it had settled a combined total of $328,124.98 in debts owed to several creditors through the issuance of 11,979,166 Common Shares at a deemed issue price of per Common Share dated March 13th, 2023 and are as follows; $62,500 settled @ $0.02 CAD = 3,125,000 Common Shares and $265,625 settled @ $0.03 CAD = 8,854,166 Common Shares
All securities issued in the Private Placement and March 2023 Debt Settlement are subject to a statutory four-month and one-day hold period under applicable Canadian securities laws.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Boosh Plant-Based Brands Inc.:
Boosh Plant-Based Brands Inc., through its wholly owned subsidiary, Boosh Food (www.booshfood.com) offers high quality, non-GMO, gluten free, 100% plant-based nutritional comfort foods for the whole family. Through a separate subsidiary, Beautiful Beanfields, (www.beanfields.com) the Company owns Beanfields, a plant-based chip brand sold in over 7,000 stores throughout North America. Boosh, good for you and good for planet earth.
Connie Marples
Founder/CEO
connie@booshfood.com
Telephone: 778 840 1700
www.Booshfood.com
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements under applicable Canadian securities laws (collectively, "forward-looking statements"). All information that addresses activities or developments that the Company to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, statements regarding, the Company's performance, business objectives and milestones and the anticipated timing thereof; the appointment of Robert Hall as an officer of the Company and Frank Kordy as corporate secretary; and the intended use of proceeds from the Private Placement.
In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation: the Company obtaining requisite regulatory approvals and the satisfaction of other conditions to the consummation of objectives listed herein; the Company's ability to comply with all applicable regulations and laws, including environmental, health and safety laws; the Company's ability to meet the listing requirements of the CSE and OTCQB; the Company's ability to manufacture and sell its Beanfields products; the Company having sufficient working capital for future operating activities; the ability of the Company to achieve its business objectives and milestones and the anticipated timing of execution; the Company's ability to continue as a going concern; the Company's ability to achieve profitability in the 2023 fiscal year; the Company's ability to use the proceeds from the Private Placement for the business objectives outlined herein; the Company's ability to satisfy the terms and payment of finder's fee; and the Company's ability to obtain additional financing for continued operations on terms acceptable to the Company.
The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward-looking statements due to a number of factors and risks. These include: changes in general economic, business and political conditions, including changes in the financial markets; delays or the inability of the Company to obtain necessary permits, consents or authorizations required; changes in laws, regulations and policies affecting the Company's operations; currency fluctuations; environmental issues and liabilities; the Company's inability to continue to meet the listing requirements of the CSE and OTCQB; the inability of the Company to obtain additional financing for continued operations on terms acceptable to the Company; the lack of control over the Company's investees; risks relating to investing in the Common Shares; volatility in the market price of the Company's Common Shares; dilution of shareholders' holdings; negative operating cash flow; the negative effects of interest rate and exchange rate changes; the potential impact of health crises and market instability due to the COVID-19 pandemic; risks relating to the Company's reliance on key employees; limitations in the liquidity of the Common Shares; litigation risks; the Company's inability to expand into new business areas and geographic markets; management of growth; the risk of defaulting on existing debt; the Company's inability to use the proceeds from the Private Placement for the business objectives outlined herein; the participation by an insider in the First Tranche; the Company's inability to pay the finder's fee; and the Company's inability to continue as a going concern.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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