Prime Drink Group Announces Closing of $5.3 Million First Tranche of Its Private Placement and Entering Into Amended and Restated Share Purchase Agreement

MONTREAL, May 22, 2024 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE: PRME) (“Prime” or the “Company”) announces that it has closed an initial tranche of its previously announced non-brokered private placement financing (the “Offering”) of subscription receipts of the Company (each, a “Subscription Receipt”), for gross proceeds of $5,283,625 (the “Initial Tranche”).

The Offering is being completed in connection with the previously announced transaction (the “Transaction”), whereby the Company will acquire all of the issued and outstanding common shares of Triani Canada Inc. (“Triani”) (the “Triani Shares”).

In connection with the Transaction, the Company intends to consolidate its outstanding common shares on a 5:1 basis (the “Consolidation”) resulting in 1 common share outstanding following the Consolidation for every 5 common shares outstanding prior to the Consolidation.

Subscription Receipts

The Initial Tranche consisted of the sale of 8,453,800 Subscription Receipts at a price of $0.625 per Subscription Receipt. Each Subscription Receipt shall be converted, without payment of any additional consideration and without any further action by the holder thereof, into one common share in the capital of Prime on a post-Consolidation basis, subject to adjustment, upon satisfaction or waiver of certain escrow release conditions (the “Escrow Release Conditions”), including all of the conditions precedent required for the completion of the Transaction, pursuant to the terms of a Subscription Receipt Agreement (as defined herein).

The Subscription Receipts have been created and issued pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”) among Computershare Trust Company of Canada (the “Subscription Receipt Agent”) and the Company dated May 16, 2024. The gross proceeds from the sale of the Subscription Receipts shall be held in escrow by the Subscription Receipt Agent pending satisfaction or waiver of the Escrow Release Conditions. The Escrow Release Conditions are set forth in the Subscription Receipt Agreement and provide that if the Escrow Release Conditions are not satisfied on or before the date that is 120 days from the closing of the Offering, then the Subscription Receipts shall be cancelled and the Subscription Receipt Agent shall distribute the escrowed funds to the holders of the Subscription Receipts, together with their pro rata share of interest earned thereon.