Ms. Groussman is the co-founder and Chief Executive Officer of Tru Brands , Inc., a leading health and wellness brand specializing in nutritious food products which the Company acquired in March 2021. Since 2018, Ms. Groussman has led the expansion of Tru Brands , Inc. throughout retail stores in Canada and direct-to-consumer channels in the United States .
To add Ms. Groussman as an additional director nominee at the Meeting, it is anticipated that motions will be made to amend the resolutions put before the Meeting regarding (i) the fixing of the number of directors to be elected; and (ii) the director nominees to be elected at the Meeting. Shareholders wishing to vote with respect to the increase in the size of the board of directors and the election of Ms. Groussman should review the Company's management information circular dated March 29, 2024 in respect of the Meeting (the " Circular "), which is available on SEDAR+ at www.sedarplus.com so that they may attend and vote at the Meeting.
Additional Information
In order to add Ms. Groussman as an additional director nominee at the Meeting, it is anticipated that a motion will be made at the Meeting to amend the resolution fixing the number of directors of the Company and that the Shareholders will be asked to consider and approve an ordinary resolution to fix the number of directors of the Company at six (6) directors, rather than five (5) directors as currently contemplated in the Circular. Management of the Company intends to rely on its discretionary authority granted in proxies currently being solicited in conjunction with the Circular to vote in favour of the resolution setting the number of directors to be elected at six (6).
In order to add Ms. Groussman as an additional director nominee at the Meeting, it is also anticipated that a motion will be made to add Ms. Groussman as an additional director nominee, in addition to those nominees as set out in the Circular.
The below sets forth certain additional information regarding Ms. Groussman:
Name, Municipality of Residence, Office & Age | Present Occupation and Position Held During the Last Five Years | Number and Percentage of common shares of the Company ("Common Shares") Held or Controlled as at the date hereof (1) |
Erica Groussman Miami Beach, Florida Director Nominee Age : 41 | CEO of Tru Brands Inc. (a wellness company) since January 2018. Director Since: Director nominee Status: Not independent Board Committees: None Public Board Membership: None | 3,880,000 (4.5 %) |
Note:
(1) Percentages based on 84,490,904 Common Shares issued and outstanding as of the date hereof. Securities beneficially owned, directly or indirectly, or over which control or direction is exercised, as of the date hereof, based upon information furnished to the Company by Ms. Grossman.
At the Meeting, directors will be elected to hold office until the next meeting of the Shareholders at which the election of directors is considered, or until his/her successor is duly elected or appointed, unless he/she resigns, is removed or becomes disqualified in accordance with the articles of the Company or the Business Corporations Act ( British Columbia ).
To the knowledge of SBBC, except as disclosed in the Circular, no proposed director as of the date of the Circular or within 10 years of the date of the Circular, has been a director or chief executive officer or chief financial officer of any company (including SBBC) that: (a) was the subject of an order (as defined below) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, "order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.
To the knowledge of SBBC, except as disclosed in this press release and in the Circular and below, no proposed director: (a) as of the date of the Circular, or within 10 years before the date of the Circular, has been a director or executive officer of any company (including SBBC) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
Following the date of the Circular, the Company suspended operations of its 50.1% owned subsidiary, PureKana, LLC (" PureKana ") of which Paul Norman acted as a director. Following the Company's decision to suspend operations, PureKana commenced bankruptcy proceedings under Chapter 7 of the Bankruptcy Code of the United States .
To the knowledge of SBBC, no proposed director has, as of the date of the Circular, been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for the proposed director other than a settlement agreement entered into before December 31, 2000 that would likely not be important to a reasonable securityholder in deciding whether to vote for a proposed director.
Other than as described in the Circular, no individual who was at the date of the Circular, or at any time since the beginning of the Company's last financial year was, a director or executive officer of SBBC, no proposed nominee for election as a director of SBBC, or any associate of any of them is, or at any time since the beginning of the Company's last financial year was has been, indebted to SBBC or any of its subsidiaries or was indebted to another entity, which indebtedness is, or was at any time since the beginning of the Company's last financial year, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by SBBC or any of its subsidiaries.
The Company is not aware of any material interests, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, proposed nominee for election as a director or any insider, or any associate or affiliate of any of the foregoing, in any transaction in the preceding financial year or any proposed or ongoing transaction of the Company which has or will materially affect the Company.
Other than as disclosed in the Circular and as of the date of the Circular, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the approval of the Omnibus Plan (as defined in the Circular), of any person or company who has been: (i) a director or executive officer of the Company at any time since the beginning of the Company's last financial year; (ii) any proposed nominee for election as a director of the Company; or (iii) any associate or affiliate of any of the foregoing persons.
The record date for determining the securityholders eligible to vote at the Meeting will remain the close of business on March 27, 2024. Shareholders who have already submitted a proxy do not need to vote again for the postponed Meeting. The updated deadline to submit a proxy is 9:00 a.m. (Toronto time) on May 22, 2024.
Equity Compensation Grants
The Company also announces that it has granted an aggregate of 3,560,000 incentive stock options (" Options ") to certain directors, officers and employees of the Company to acquire an equal number of Common Shares in the capital of the Company under the Omnibus Plan. The Options were granted at an exercise price of $0.40 per Common Share and, subject to vesting, entitle the holders thereof the right to acquire Common Shares for a five year term expiring on May 10, 2029. Two million of the Options shall vest in four equal tranches with twenty-five percent vesting on the first, second, third and fourth anniversaries of the date of grant. The remaining Options shall vest in two equal tranches on the first and second anniversary of the date of grant, subject to and in accordance with the Company's Omnibus Plan and the policies of the TSX Venture Exchange.
The Company has also granted an aggregate of 2,000,000 restricted share units (" RSUs ") to certain members of management. The RSUs will vest on the one year anniversary of the date of grant. Upon vesting, each RSU will entitle the holder thereof to receive one Common Share or to receive the cash equivalent thereof, subject to the discretion of the Company.
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 wellness, natural, and clean ingredient space. The Company continues to focus on expansion into high-growth consumer product categories including plant-based food, clean ingredient skincare and plant-based wellness. 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.
Forward-Looking Information
Certain statements contained in this news release constitute "forward-looking information" and "forward looking statements" (collectively, " forward-looking statements ") as such terms are used in applicable Canadian securities laws and are based on plans, expectations and estimates of management at the date of this press release. Forward-looking statements include, without limitation, statements with respect to the Meeting, including the expected motions to amend resolutions at the Meeting and the voting results thereof. The words "engaged in", "evaluating", "continuing to", "enable", "is reviewing", "potential", "intend", "believes", "aims" or variations of such words and phrases or statements that certain future conditions, actions, events or results "will", "may", "could", "would", "should", "might" or "can", or negative versions thereof, "occur", "continue" or "be achieved", and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management's perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by the Company as of the date of such statements, are outside of the Company's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this press release are based on various assumptions and subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of the Company, could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed in the Company's annual management discussion and analysis for the year ended December 31, 2023 , which is available under the Company's SEDAR+ profile at www.sedarplus.com . There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.
SOURCE Simply Better Brands Corp.
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