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CE Brands Inc. Files Preliminary Prospectus

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CE Brands Inc.
·8-min read
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CALGARY, Alberta and VICTORIA, British Columbia, Feb. 10, 2021 (GLOBE NEWSWIRE) -- CE Brands Inc. (TSXV:CEBI.P, “CEBI”) and eBuyNow eCommerce Ltd. (“EBN”) are pleased to announce that CEBI has filed a preliminary long form prospectus dated February 9, 2021, in connection with (a) the public offering (the “Offering”) of a maximum of 3,614,457 subscription receipts of CEBI (the “Subscription Receipts”), at a price of $4.15 per Subscription Receipt, for maximum gross proceeds of $15,000,000, and (b) the proposed qualifying transaction between CEBI and EBN (the “Proposed Qualifying Transaction”) (the details of which were most recently summarized in the joint press release of CEBI and EBN dated February 9, 2021), which will result in the creation of a new data-driven consumer-electronics company (the “Resulting Issuer”).

CEBI and EBN have engaged Integral Wealth Securities Limited and Echelon Wealth Partners Inc. as co-lead agents and joint bookrunners (the “Co-Lead Agents”), together with Richardson Wealth Ltd. and Mackie Research Capital Corporation (collectively with the Co-Lead Agents, the “Agents”) to market the Offering on a “commercially-reasonable efforts” basis. CEBI has granted the Agents an option to offer up to an additional 542,168 Subscription Receipts at $4.15 per Subscription Receipt, solely to cover over-allotments, if any (the “Over-Allotment Option”), by giving written notice of the exercise of the Over-Allotment Option, or any part of the Over-Allotment Option, to CEBI at any time up to 30 days from the closing date of the Offering.

CEBI will issue the Subscription Receipts pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”), between CEBI, EBN, the Co-Lead Agents (on behalf of the Agents), and Odyssey Trust Company (the “Subscription Receipt Agent”). Each Subscription Receipt entitles the holder of the Subscription Receipt to receive, without payment of additional consideration and without any further action, one unit of the Resulting Issuer (a “Unit”) upon the satisfaction of the escrow release conditions more particularly described below (the “Escrow Release Conditions”). Each Unit will consist of one common share of the Resulting Issuer (a “Resulting Issuer Share”) and one-half of one common share purchase warrant of the Resulting Issuer (a “Resulting Issuer Warrant”). Each such Resulting Issuer Warrant will entitle the holder to purchase one additional Resulting Issuer Share, for a purchase of price of $7.50 per Resulting Issuer Share, for a period of 24 months following the date on which the Resulting Issuer Warrant was issued.

The Escrow Release Conditions are: (a) except as consented to in writing by the Co-Lead Agents (on behalf of the Agents), no material provision of the definitive amended and restated amalgamation agreement between CEBI and EBN, the details of which were summarized in the joint press release of CEBI and EBN dated February 9, 2021, has been amended; (b) that the Proposed Qualifying Transaction has closed and the Resulting Issuer has delivered a notice to the Co-Lead Agents (on behalf of the Agents) confirming that the Proposed Qualifying Transaction has closed; (c) that all of the conditions contained in the agency agreement between the Agents, CEBI, and EBN have been satisfied (or waived with the prior written approval of the Co-Lead Agents (on behalf of the Agents)); and (d) that the Resulting Issuer and the Co-Lead Agents (on behalf of the Agents) have delivered an irrevocable direction to the Subscription Receipt Agent confirming that the conditions stated in the Subscription Receipt Agreement have been satisfied (or waived with the prior written approval of the Subscription Receipt Agent).

The Subscription Receipt Agent will hold in escrow the net proceeds of the Offering, after deducting the expenses of the Agents up to the closing date of the Offering and 50% of the Agents’ remuneration (the “Escrowed Funds”), pending the satisfaction of the Escrow Release Conditions. Upon the satisfaction of the Escrow Release Conditions, the Subscription Receipt Agent will release the Escrowed Funds and the interest accrued on the Escrowed Funds, less the balance of the Agents’ remuneration and any additional expenses of the Agents to CEBI, and CEBI will automatically exchange each Subscription Receipt for one Unit. If: (a) the Escrow Release Conditions are not satisfied within 90 days after the issuance of the final receipt for the prospectus (or any amendment to the prospectus, as applicable), or (b) CEBI or EBN delivers a notice to the Agents and the Subscription Receipt Agent declaring that the amended and restated amalgamation agreement has been terminated or that it will not be proceeding with the Proposed Qualifying Transaction; then the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the purchase price paid for the Subscription Receipts and the pro rata entitlement of the holder to interest earned on such amount (less applicable withholding tax, if any), and EBN will pay any shortfall relating to such amount.

The Agents will receive a cash commission of 8% of the gross proceeds of the Offering, including the Over-Allotment Option. As additional compensation, upon satisfaction of the Escrow Release Conditions, the Corporation will grant to the Agents irrevocable and non-transferable options (the “Agents’ Options”) entitling the Agents to purchase that number of Resulting Issuer Shares equal to 8% of the aggregate number of Subscription Receipts sold pursuant to the Offering, including the Over-Allotment Option. The Agents’ Options will be exercisable at a price of $4.15 per Resulting Issuer Share, for a period of 12 months following the satisfaction of the Escrow Release Conditions.

The Corporation has applied to list on the TSX Venture Exchange (the “TSXV”) the Resulting Issuer Shares issuable pursuant to the Subscription Receipts sold under the Offering (including the Resulting Issuer Shares issuable pursuant to the Subscription Receipts sold under the Over-Allotment Option), the Resulting Issuer Shares issuable on exercise of the Resulting Issuer Warrants that are issuable pursuant to the Subscription Receipts sold under the Offering (including Resulting Issuer Warrants that are issuable pursuant to the Subscription Receipts sold under the Over-Allotment Option), the Resulting Issuer Shares issuable upon exercise of the Agents’ Options (including the Agent’s Options issued pursuant to the Over-Allotment Option). The listing will be subject to the satisfaction of all the requirements of the TSXV.

Trading Halt

The TSXV halted trading in the common shares of CEBI on June 18, 2019. Trading in the common shares of CEBI will remain halted until further notice.

TSXV Advisory

Completion of the Proposed Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Proposed Qualifying Transaction, any information released or received with respect to the Proposed Qualifying Transaction may not be accurate or complete and should not be relied upon.

Trading in the securities of a CPC (as defined in the policies of the TSXV) should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its regulation services provider (as defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information Disclaimer

This press release contains forward-looking information within the meaning of applicable securities legislation. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. The use of any of the words “anticipates”, “expects”, “intends”, “will”, “would”, and similar expressions are intended to identify forward-looking information. More particularly and without limitation, this press release contains forward looking information concerning the proposed terms, and the anticipated results, of the Proposed Qualifying Transaction and the Offering. The forward-looking information is based on certain key expectations and assumptions made by CEBI and EBN, including expectations and assumptions concerning the ability of CEBI and EBN to complete the Proposed Qualifying Transaction and the Offering. Although CEBI and EBN believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because neither CEBI nor EBN can give any assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. These risks and uncertainties include, but are not limited to, the inability of CEBI and EBN to satisfy the conditions precedent to the Proposed Qualifying Transaction. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this press release, and to not use such forward-looking information for anything other than its intended purpose. Neither CEBI nor EBN undertakes any obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

Further Information

For further information about CEBI, please contact:

Dave Henderson
President and Chief Executive Officer
403-978-5201
dhhendersonceb@gmail.com

Brian Prokop
Chief Financial Officer
587-899-4807
brianprokop@yahoo.ca

For further information about EBN, please contact:

Kalvie Legat
Chief Financial Officer, Executive Vice President, Head of Corporate Development, and Corporate Secretary
778-771-0901
ir@ebuynow.com

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF THAT JURISDICTION.