TORONTO, CANADA, October 7, 2024 /EINPresswire.com/ -- 1348512 B.C. Ltd. (the “Company”) and Cizzle Brands Ltd. (“Cizzle”) are pleased to jointly announce that they have entered into a definitive business combination agreement dated October 7, 2024 (the “Business Combination Agreement”) pursuant to which, subject to the satisfaction of certain conditions, including receipt of all necessary approvals, among other things, the Company and Cizzle will complete a transaction, which will result in the reverse takeover of the Company by Cizzle (the “Proposed Transaction”).
Cizzle, an arm’s length party to the Company, is a growing Canadian food and beverage company with a mission to elevate the game in health and wellness.
Cizzle's first product to market is CWENCH Hydration (“CWENCH”). CWENCH is a next generation sports hydration drink, which is the result of an extensive collaboration amongst world-class athletes, elite trainers, including legendary strength coach Andy O'Brien, and the Cizzle team. CWENCH is endorsed by athletes, including Colorado Avalanche and NHL MVP Nathan MacKinnon, Montreal Canadian Cole Caufield, NBA All-star Andrew Wiggins, Canadian Olympic soccer player, Adriana Leon, as well as emerging hockey stars, Gavin McKenna, Chloe Primerano and Jade Iginla. CWENCH has no sugar, only 10 calories and 7 performing electrolytes to ensure optimal hydration.
Launched in May 2024, CWENCH is available in over 1,000 retail locations across North America, including Sport Chek, Source for Sports, Canadian Tire and LifeTime Fitness. It has also been ordered by 12 NHL teams, 8 MLB teams and 7 NCAA teams.
In addition to CWENCH, Cizzle’s innovation pipeline is well underway. New offerings are expected to include:
Summary of Proposed Transaction
Following the completion of the Proposed Transaction, the resulting company (the “Resulting Issuer”) will carry on the business of Cizzle and the current shareholders of Cizzle will become shareholders of the Resulting Issuer. The closing of the Proposed Transaction (the “Closing”) is expected to occur prior to December 31, 2024.
In accordance with the terms of the Business Combination Agreement, the Proposed Transaction will be structured as a three-cornered amalgamation whereby Cizzle will amalgamate with a wholly owned subsidiary of the Company (the “Amalgamation”) and the current shareholders of Cizzle will become the shareholders of the Resulting Issuer. Pursuant to the Amalgamation, all common shares of Cizzle outstanding will be exchanged for shares of the Resulting Issuer.
It is a condition to Closing that Cizzle completes one or more non-brokered private placements of equity securities of Cizzle (each, and “Offered Security”) for aggregate gross proceeds of at least $1,500,000 based on an issue price per Offered Security to be determined in the context of the market but which is presently anticipated to be $0.30 (such issue price, the “Issue Price”) per Offered Security (the “Cizzle Private Placement”).
Prior to and as a condition to Closing, the Company will complete a consolidation or stock split in respect of its issued and outstanding shares (the “Company Shares”) that results in the number of post-adjustment Company Shares, when multiplied by the Issue Price, being equal to $500,000 (the “Adjustment”).
Upon completion of the Proposed Transaction, it is anticipated that the existing shareholders of the Company will hold less than 1% of the outstanding authorized share structure of the Resulting Issuer on an undiluted basis and the former holders of common shares of Cizzle will hold approximately 99%. No finder’s fee will be payable in relation to the completion of the Proposed Transaction.
Completion of the Proposed Transaction remains subject to a number of conditions, including completion of satisfactory due diligence by both parties, the receipt of any required regulatory approvals, the completion of the Cizzle Private Placement and the completion of the Adjustment.
It is anticipated that Cizzle will call a shareholder meeting (the “Meeting”) to approve, among other things, the Amalgamation and certain amendments to its constating documents necessary to complete the Proposed Transaction. Additional details will be provided to shareholders of both the Shell and Cizzle and a management information circular to be circulated to shareholders of Cizzle in connection with the Meeting.
The above constitutes only a summary of key terms of the Business Combination Agreement. For more complete information on the Proposed Transaction, investors should refer to the full Business Combination Agreement, which will be made available on the Company’s SEDAR+ profile at www.sedarplus.ca.
Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Further details about the Resulting Issuer, including financial information and details on the management and directors, will be included in subsequent news releases and other public filings, all of which will be available for review under the Company’s profile on www.sedarplus.ca.
