VANCOUVER, BC / ACCESSWIRE / May 30, 2023 / Wildpack Beverage Inc. (TSXV:CANS)(OTC PINK:WLDPF) ('Wildpack' or the 'Company') today announces the closing of its previously announced non-revolving term credit facility in the principal amount of USD$25,000,000 (the 'Loan') pursuant to an amended and restated loan agreement (the 'A&R Loan Agreement') among Sandton Credit Solutions Master Fund V, LP (the 'Lender'), an affiliate of Sandton Capital Partners, L.P. ('Sandton') and the Company's wholly-owned subsidiaries, Thirsty Cat, LLC, Hungry Hippo Company, Wildpack Holdings U.S. Inc., K.T. Murray Corporation, CraftPac LLC, Wild Leaf Holdings U.S. LLC, Vertical Distilling LLC and Wild Leaf Ventures Group Nevada Inc., as borrowers (collectively, the 'Borrower').
In connection with the Loan, the Borrower has granted to the Lender an option (the 'Equity Purchase Option') to convert the Loan into approximately 49% of the equity of Thirsty Cat, LLC, an indirectly, wholly owned subsidiary of Wildpack which holds interests in all of the Company's U.S. operations, which represent substantially all of the principal business assets of the Company, as more particularly described in the Company's news release dated May 23, 2023 (the 'Prior News Release').
Wildpack obtained all necessary approvals in connection with the Loan and the granting of the Equity Purchase Option in connection therewith, including the approval of the TSX Venture Exchange and the written consent of shareholders of the Company holding in the aggregate over 50% of the issued securities of the Company.
For additional detail regarding the terms of the Loan and the Equity Purchase Option, please refer to the Prior News Release.
Bi-Weekly MCTO Update
Wildpack is providing this status update in accordance with its obligations under National Policy 12-203 - Management Cease Trade Orders ('NP 12-203'), which require the Company to provide bi-weekly updates until such time as the Company is current with its filing obligations under Canadian securities laws.
As previously announced, the Company was granted a management cease trade order ('MCTO') upon application to the British Columbia Securities Commission on May 2, 2023. The MCTO restricts the Company's Chief Executive Officer and Chief Financial Officer from trading in the Company's securities, but does not affect the ability of other shareholders, including the public, to trade in securities of the Company. As previously announced, the Company appointed Davidson & Company LLP as its auditor and is working diligently to promptly facilitate the audit of its annual financial statements for the year ended December 31, 2022, and expects to file its annual financial statements for the year ended December 31, 2022, the related management discussion and analysis, and the related CEO and CFO certificates (the 'Required Filings') as soon as possible, and in any event no later than June 30, 2023.
The Company confirms that since the date of the Default Announcement on April 18, 2023: (i) other than as described above, there has been no material change to the information set out in the Default Announcement that has not been generally disclosed; (ii) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default by the Company under NP 12-203; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed. The Company confirms that it will continue to satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements.
Per: 'Mitch Barnard'
Chief Executive Officer and Director
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Wildpack provides beverage manufacturing and packaging to the middle market by providing sustainable aluminum can filling, decorating, packaging, brokering, sleeve/label printing services, and logistics to brands throughout the United States. Wildpack currently operates indirectly through its wholly owned subsidiaries and out of six facilities in Baltimore, Maryland; Grand Rapids, Michigan; Atlanta, Georgia; Longmont, Colorado; Sacramento, California; and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack commenced trading on the TSX Venture Exchange under the symbol 'CANS' on May 19, 2021.
Cautionary Statement on Forward Looking Information
This news release may contain 'forward-looking statements' within the meaning of applicable Canadian securities laws, including, but not limited to, statements with respect to the timing, review, completion and filing of the Required Filings, Wildpack's plans, investments, anticipated revenue from manufacturing agreements, plans to build additional facilities, financial performance and operating performance, anticipated growth in co-packing business, the estimation of revenue, the timing and targets of M&A activity, costs, future capital expenditures, and the success of scaling up production. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks including but not limited to: the risk of the Company not filing the Required Filings on time, risks related to the successful integration of acquisitions; risks related to operations; risks related to general economic conditions and credit availability, ability to obtain sufficient and suitable financing, actual results of current production and decorating, fluctuations in prices of aluminum; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the co-packaging industry; delays in the completion of capex activities, changes in national and local government regulation of manufacturing operations and labour laws particularly in light of the COVID pandemic, tax rules and regulations, and political and economic developments where Wildpack operates. These statements generally can be identified by the use of forward-looking words such as 'may', 'should', 'will', 'could', 'intend', 'estimate', 'plan', 'anticipate', 'expect', 'believe', or 'continue', or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of Wildpack to be materially different from any future results, performance, or achievements expressed, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements expressed or implied by Wildpack are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Although Wildpack has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties related to Wildpack's business, including that Wildpack's assumptions in making forward-looking statements may prove to be incorrect; delays in filing of financial information; adverse market conditions; risks inherent in the beverage manufacturing and packaging sector in general; that future results may vary from historical results; and competition in the markets where Wildpack operates. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Wildpack Beverage Inc.
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