VANCOUVER, British Columbia, Oct. 03, 2019 (GLOBE NEWSWIRE) -- Wolfpack Brands Corporation (“Wolfpack” or the “Company”) is pleased to announce that it has closed a non-brokered private placement financing (the “Offering”) of common shares (“Common Shares”) of the Company at a price of $0.05 per Common Share. An aggregate of 46,700,200 Common Shares were issued on closing of the first, second and third tranches of the Offering on September 9, 2019, September 16, 2019 and October 2, 2019, respectively, for aggregate gross proceeds of $2,335,010.
In connection with the Offering, the Company paid a finder’s fee to Buzbuzian Capital Corp., an entity controlled by Richard Buzbuzian, a director and officer of the Company, in respect of subscribers introduced to the Company. Buzbuzian Capital Corp. was paid a finder’s fee by the Company by way of the issuance of Common Shares equal to 8% of the Common Shares issued to persons participating in the Offering. In respect of this fee, the Company issued 3,736,016 Common Shares to Buzbuzian Capital Corp. at a deemed price of $0.05 per Common Share upon closing of the Offering.
Wolfpack expects to use the proceeds of the Offering for general working capital purposes and for the investigation of future business opportunities. The Common Shares issued pursuant to the Offering will be subject to a four month hold period from their respective dates of issuance as noted above.
Mr. Richard Buzbuzian, a director and officer of the Company, Mr. Koby Smutylo, a director and officer of the Company, and Mr. Chris Irwin, a director of the Company, are each considered “insiders” of the Company and participated in the Offering. Following the issuance of the Common Shares under the Offering, Mr. Buzbuzian will own or control, directly or indirectly, 22,536,016 Common Shares, representing approximately 10.64% of the total issued and outstanding Common Shares, Mr. Smutylo will own or control, directly or indirectly, 32,000,000 Common Shares, representing approximately 15.11% of the total issued and outstanding Common Shares, and Mr. Irwin will own or control, directly or indirectly, 500,000 Common Shares, representing approximately 0.24% of the total issued and outstanding Common Shares.
Each subscription by an “insider” and the issuance of Common Shares to Buzbuzian Capital Corp. pursuant to the payment of the finder’s fee are considered to be “related party transactions” for purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by each “related party” of the Company were not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.
The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(e) on the basis of financial hardship.
About Wolfpack
Wolfpack Brands Corporation is a consumer cannabis products company focused on acquiring, integrating and growing market-proven brands in the United States of America. For more information, please visit www.amongwolves.com.
For further information please contact:
Richard Buzbuzian, President and Executive Chairman
Wolfpack Brands Corporation
700, 595 Burrard Street
Vancouver, BC V7X 1S8
Phone: (647) 501-3290
Forward Looking Information
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the anticipated use of proceeds of the Offering. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. The forward-looking statements in this press release include the anticipated use of proceeds of the Offering and the Company’s future goals and strategies. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to continue operations without adequate capital, the Company’s ability to raise further capital, the Company’s ability to efficiently and successfully investigate and develop new opportunities, failure to identify future transactional counter-parties, and the likelihood of any transaction being consummated. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.