Yerbaé Announces Pricing of Private Placement of Special Warrants

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

SCOTTSDALE, Ariz., Nov. 20, 2023 (GLOBE NEWSWIRE) -- Yerbaé Brands Corp. (TSXV: YERB.U; OTCQX: YERBF) (“Yerbaé” or the “Company”), a plant-based energy beverage company, today announced that it has priced its previously announced private placement (the “Offering”) and amended the proposed terms of the Special Warrants (as defined below).

The Company proposes to issue special warrants of the Company (the “Special Warrants”) for aggregate gross proceeds of up to US$5 million. The Special Warrants will be priced at US$1.50 per Special Warrant (the “Offering Price”). The Agents (as defined below) also have the option to sell up to an additional 15% of the Special Warrants sold pursuant to the Offering at the Offering Price, exercisable in whole or in part as determined by the Agents upon written notice to the Company at any time up to 48 hours prior to the final closing date of the Offering. The Offering Price was determined in the context of the market following discussions with the Agents.

Raymond James Ltd. and Echelon Wealth Partners Inc., each as co-lead agents (the “Co-Lead Agents") and joint bookrunners, and Beacon Securities Limited and Roth Capital Partners, LLC (collectively, the “Agents”), have agreed to act as agents for and on behalf of the Company on a commercially reasonable “best efforts” agency basis, without underwriter liability, in connection with the Offering.

Each Special Warrant will be exercisable by the holder for one unit of the Company (each, an “Underlying Unit” and collectively, the “Underlying Units”), for no additional consideration. Each Underlying Unit will be comprised of one common share (a “Common Share”) and one Common Share purchase warrant (a “Warrant” and together with the Common Shares, the “Underlying Securities”). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of US$1.75 for 24 months following the Closing Date (as defined below). The Special Warrants will be automatically exercised on the date (the “Qualification Date”) that is the earlier of: (a) the date that is four months and a day following the Closing Date, and (b) the third business day after (i) a receipt is issued for a final short form prospectus by the securities regulatory authorities in each of the provinces and territories of Canada, (the “Qualifying Jurisdictions”); or (ii) a receipt is issued for a final base shelf prospectus by the securities regulatory authorities in each of the Qualifying Jurisdictions and a prospectus supplement is filed in each of the Qualifying Jurisdictions, each qualifying the distribution of the Underlying Securities. The Company shall use reasonable best efforts to (i) obtain the receipt for a final short form prospectus; or (ii) obtain the receipt for a final base shelf prospectus and file a prospectus supplement, each qualifying the distribution of the Underlying Securities in each of the Qualifying Jurisdictions by January 31, 2024 (the “Penalty Date”). If the Company fails to qualify the distribution of the Underlying Securities in the Qualifying Jurisdictions by the Penalty Date, the holders of Special Warrants will be entitled to receive 1.1 Underlying Units upon exercise of each Special Warrant without further payment on the part of the holder.