Vancouver, British Columbia--(Newsfile Corp. - March 13, 2025) - Purebread Brands Inc. (TSXV: BRED) ("Purebread" or the "Company") is pleased to announce that it has entered into multiple shares-for-debt agreements with select lenders to convert $5,577,570 of outstanding debt (the "Debt Settlement") into an aggregate of 22,310,279 common shares of the Company ("Common Shares") at a price of $0.25 per Common Share, strengthening the Company's balance sheet and enhancing financial flexibility for future growth initiatives. Additionally, the Company will be implementing a 5-for-1 Common Share consolidation (the "Consolidation") to optimize its capital structure and enhance the long-term value for shareholders.
The Debt Settlement is being achieved at a pre-Consolidation price of $0.25 per Common Share, representing a premium to the current market price, allowing the Company to reduce its overall leverage and interest expenses. This strategic move aligns with the Company's commitment to improving shareholder value and positioning itself for long-term success.
After giving effect to the Consolidation, every five existing Common Shares will be consolidated into one new Common Share. The total number of outstanding Common Shares will be proportionally reduced, but each shareholder's percentage ownership in the Company and the value of their holdings will remain unchanged, subject to adjustments for fractional Common Shares. There are currently 115,830,277 Common Shares outstanding and it is anticipated that following the Consolidation, there will be approximately 23,166,055 Common Shares outstanding, prior to giving effect to the Debt Settlement. In accordance with the Articles of the Company, the Consolidation may be approved by the board of directors of the Company and shareholder approval is not required.
"By converting our financial obligations into equity at a significant premium to market and implementing a share consolidation, we are better positioned to pursue growth opportunities, enhance operational efficiencies, and improve marketability for our stock" said Amrit Maharaj, Interim CEO of Purebread Brands." Our team remains focused on delivering value to our shareholders and executing on our strategic plan."
After giving effect to the proposed Debt Settlement and Consolidation, Purebread will have significantly improved its capital structure, reducing its debt-to-equity ratio while ensuring a more efficient share structure. The Company continues to explore additional opportunities to optimize its financial strategy while driving sustainable growth.
Completion of the Debt Settlement and the Consolidation remain subject to receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange. The Company intends to effect the Consolidation following the closing of the Debt Settlement. All securities issued in connection with the Debt Settlement will be subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
About Purebread Brands Inc.:
Purebread Brands Inc. is a leader in fast-casual cafe / bakeries in British Columbia, driving retail expansion in vibrant communities across Canada and beyond. Purebread is committed to crafting exceptional food experiences and making a positive impact on the communities it serves.
For more information and updated investor presentation, please visit www.purebreadbrands.com or contact:
Amrit Maharaj, Interim Chief Executive Officer
Purebread Brands Inc.
invest@purebread.ca
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.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: anticipated regulatory and TSX Venture Exchange approval of the Debt Settlement and Consolidation; and management's beliefs that the Debt Settlement and Consolidation will strengthen the Company's balance sheet, enhance financial flexibility for future growth initiatives, enhance operational efficiencies and improve marketability of the Company's Common Shares].
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the risks that: the Company is unable to obtain necessary regulatory and TSX Venture Exchange approvals for the Debt Settlement and Consolidation, or is unable to obtain such approvals on the timelines anticipated by management; and that the Debt Settlement and Consolidation will not have the effect of strengthening the Company's balance sheet, enhancing financial flexibility for future growth initiatives, enhancing operational efficiencies or improving marketability of the Company's Common Shares.
In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: necessary regulatory approvals, including TSX Venture Exchange approval, for the Debt Settlement and Consolidation will be obtained; and management's anticipated benefits of the Debt Settlement and Consolidation will be realized.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/244453
SOURCE: Purebread Brands Inc.
