SWIM:CC - SWMBRD Announces Closing of Debt Settlements Financing and Further Settlement of Debt
(TheNewswire)
THIS NEWS RELEASE IS NOT FORDISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FORDISSEMINATION IN THE UNITED STATES
VANCOUVER, BC – TheNewswire- February 9, 2024: SWMBRD Sports Inc.(CSE:SWIM) (“SWMBRD” or the “Company”) announces today thatpursuant to its news releases dated October 12, 2023 and January 12,2024, the Company has issued an aggregate of 3,240,000 settlementunits (the “ Settlement Units ”) in the capital of the Company at a deemed price of $0.03per Settlement Unit to certain creditors to settle an aggregate of$97,200.00 in bona fide debt of the Company (the “ Debt Settlements ”).Each Settlement Unit consists of one (1) common share in the capitalof the Company and one (1) common share purchase warrant (the“ Debt SettlementWarrant ”).
Each Debt Settlement Warrant is exercisable by thewarrant holder to acquire one (1) additional common share at a priceof CAD$0.075 for a period of twenty-four (24) months from the closingof the Debt Settlements.
The Securities issued in connection with the DebtSettlements are subject to a four month plus one day hold expiring onMay 23, 2024.
In addition, the Company has issued 4,272,000 financingunits (the “ Financing Units ”) inthe capital of the Company at a price of $0.015 per Unit for grossproceeds of $64,080 (the “ Financing ”)and has issued an aggregate of1,960,106 debt settlement units (“ Debt Settlement Units ”) in thecapital of the Company at a deemed price of $0.015 per Debt SettlementUnit to certain creditors to settle an aggregate of $29,401.59 in bonafide debt of the Company (the “ Debt Settlement Transaction ”). EachFinancing Unit and Debt Settlement Unit consists of one (1) commonshare in the capital of the Company and one (1) common share purchasewarrant (the “ Warrant ”).
Each Warrant is exercisable by the warrant holder toacquire one (1) additional common share at a price of CAD$0.05 for aperiod of twenty-four (24) months from the closing of the Financingand Debt Settlement Transaction.
The Securities issued in connection with the Financingand the Debt Settlement Transaction are subject to a four month plusone day hold expiring on June 9, 2024.
The Company has allocated the proceeds from theFinancing for general working capital and corporate matters.
As a creditor to the Debt Settlements, MatthewSchroenn, a director and officer of the Company, acquired directly,1,080,000 Settlement Units. As a creditor to the Debt Settlements,Justin Schroenn, a director and officer of the Company, acquireddirectly, 1,080,000 Settlements Units. As a creditor to the DebtSettlements, Gareth Schroenn, a director and officer of the Company,acquired directly, 1,080,000 Settlement Units and acquired directly,1,114,464 Debt Settlement Units. Participationof insiders of the Company in the Offering will constitute a relatedparty transaction as defined under Multilateral Instrument 61-101 - Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 ”). The Company intends to rely on the exemption from theformal valuation requirements of Section 5.4 of MI 61-101 pursuant toSubsection 5.5(a) of MI 61-101 and the exemption from the minorityapproval requirements of Section 5.6 of MI 61-101 pursuant toSubsection 5.7(1)(a) of MI 61-101.
None of the securities sold in connection with the Debt Settlement,the Financing or the Debt Settlement Transaction will be registeredunder the United States Securities Act of 1933, as amended, and nosuch securities may be offered or sold in the United States absentregistration or an applicable exemption from the registrationrequirements. This news release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthe securities in any jurisdiction in which such offer, solicitationor sale would be unlawful.
About SWMBRD Sports Inc.
SWMBRD Sports Inc. is a Vancouver, B.C. based sporting goods companylooking to enable millions to rethink their way of recreating in thewater. Management believes that SWMBRD’s proprietary aquatic sportsboard, by virtue of its patented design, is revolutionary in how itempowers the human body in the water like nothing before, giving waterlovers of all ages and abilities the freedom to explore all aquaticenvironments with ease. By offering an aquatic board sport that isversatile, easy to use, easy to store, and which can be used by allages and body types in any body of water (rivers, oceans, lakes andpools), the Company believes SWMBRD and the sport of swimboarding hasthe potential to become one of the most popular board sports in theworld, and a great aquatic brand. The Company has refinedmanufacturing techniques most relevant to the SWMBRD and hassuccessfully produced demonstration fleets of fully functioningboards, which have been in rigorous real-world use in Hawaii, Canadaand Greece. The Company has now commenced large scale mass productionunder an OEM agreement with Tahe Outdoors, Vannes, France - thepreeminent board sport manufacturer in Europe.
For further information please contact:
Justin Schroenn – President, Chief Executive Officer and Director
E-mail: justin.schroenn@swmbrd.com
Telephone: 778-870-1497
Matthew Schroenn – Vice President and Director
E-mail: matthew.schroenn@swmbrd.com
Telephone: 604-375 4664
Gareth Schroenn - Vice President
E-mail: gareth.schroenn@swmbrd.com
Telephone: 604-339-2721
Forward-Looking Statements
Certain statements in this press release are forward-lookingstatements and are prospective in nature. Forward-looking statementsare not based on historical facts, but rather on current expectationsand projections about future events, and are therefore subject torisks and uncertainties which could cause actual results to differmaterially from the future results expressed or implied by theforward-looking statements. These statements generally can beidentified by the use of forward-looking words such as “may”,“should”, “will”, “could”, “intend”, “estimate”,“plan”, “anticipate”, “expect”, “believe” or“continue”, or the negative thereof or similar variations. Suchstatements are qualified in their entirety by the inherent risks anduncertainties surrounding the Company’s business plan with respectto the engagement of the Executives and the Consultants and theservices to be provided to the Company; the grants of RSUs; theanticipated commercial production and sale of its SWMBRDs; theCompany’s plan to develop itsbrand and the sport of swimboarding; and thoseadditional risks set out in the Company’s public documents filed onSEDAR at www.sedar.com. Such forward-looking statements shouldtherefore be construed inlight of such factors, and the Company is not under any obligation,and expressly disclaims any intention or obligation, to update orrevise any forward-looking statements, whether as a result of newinformation, future events or otherwise.
The Canadian Securities Exchange hasnot reviewed or approved the contents of this news release.
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