SWIM:CC - SWMBRD Announces Proposed Private Placement of Units for up to $600000
(TheNewswire)
VANCOUVER, BC – TheNewswire - October 28, 2022- SWMBRD Sports Inc. (CSE:SWIM. CN ) (“SWMBRD”or the “Company”), a British Columbia-basedsporting goods company focused on developing, manufacturing,marketing, and selling aquatic sports products in the sporting goodsand outdoor recreation industries , announces that it intends to complete a non-brokered privateplacement offering (the “ Offering ”) of up to 12,000,000 units (each, a “ Unit ”) at a price of $0.05 perUnit for gross proceeds of up to $600,000. Each Unit is comprised ofone common share (each, a “ CommonShare ”) and one common share purchase warrant (each, a“ Warrant ”). Each Warrantwill entitle the holder to acquire one additional Common Share at aprice of $0.06 per share, for a period of 5 years from the date theUnits are issued.
In addition to other prospectus exemptions commonly relied on inprivate placements, the Offering will be available to existingshareholders of the Company who, as of the close of business onOctober 26, 2022 held common shares of the Company (and who continueto hold such common shares as of the closing date), pursuant to theprospectus exemption set out in BC Instrument 45-534 - Exemption fromprospectus requirement for certain trades to existing security holdersand in similar instruments in other jurisdictions in Canada (the“ Existing ShareholderExemption ”). The Existing Shareholder Exemption limits ashareholder to a maximum investment of $15,000 in a 12-month periodunless the shareholder has obtained advice regarding the suitabilityof the investment and, if the shareholder is resident in ajurisdiction of Canada, that advice has been obtained from a personthat is registered as an investment dealer in the jurisdiction.
The Company will also make the Offering available to certainsubscribers pursuant to BC Instrument 45-536 – Exemption fromprospectus requirement for certain distributions through an investmentdealer (the “ Investment DealerExemption ”). In accordance with the requirements of theInvestment Dealer Exemption, the Company confirms that there is nomaterial fact or material change about the Company that has not beengenerally disclosed.
The Company plans to allocate the net proceeds of the Offering for theproduction of SWMBRDs for sale and as general working capital. TheCompany may increase or decrease the size of the Offering in its solediscretion. The Offering will be non-brokered, but the Company may, asdetermined in its sole discretion, pay reasonable customary brokers’and/or finders fees, as applicable, in connection with the completionof the Offering.
All securities issued pursuant to the Offering will be subject toapplicable resale restrictions, including a four month hold from thedate of issuance.
The securities being offered in the Offering have not been, nor willthey be, registered under the United States Securities Act of 1933, asamended, and may not be offered or sold in the United States or to, orfor the account or benefit, of U.S. persons absent registration or anapplicable exemption from the registration requirements. This newsrelease shall not constitute an offer to sell or the solicitation ofan offer to buy or shall there be any sale of the securities in anystate in which such offer, solicitation or sale would be unlawful.
About SWMB RD 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 is versatile, easy to use,easy to store, and which can be used by all ages and body types in anybody of water (rivers, oceans, lakes and pools), the Company believesSWMBRD and the sport of swim boarding has the potential to become oneof the most popular board sports in the world, and a great aquaticbrand.
The Company has refined manufacturing techniques most relevant to theSWMBRD and has successfully produced demonstration fleets of fullyfunctioning boards, which have been in rigorous real-world use inHawaii, Canada, and Greece. The Company is now preparing to commencelarge scale mass production under an OEM agreement with Tahe Outdoorsof Vannes, France - the preeminent board sport manufacturer in Europe.It is SWMBRD’s intention to have SWMBRDs available for sale inDecember of 2022.
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, Corporate Secretary 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
This news release contains forward-looking statements. All statements,other than statements of historical fact that address activities,events or developments that the Company believes, expects oranticipates will or may occur in the future are forward lookingstatements. Forward looking statements in this news release includestatements regarding: the details of the proposed Offering, includingthe proposed size, timing and use of proceeds of the Offering; theexpectation that the sport of swim boarding may become one of the mostpopular board sports in the world, and SWMBRD a great aquatic brand;and that the Company will complete large scale mass production andsale of its SWMBRD in December 2022. The forward-looking statementsreflect management’s current expectations based on informationcurrently available and are subject to a number of risks anduncertainties that may cause outcomes to differ materially from thosediscussed in the forward-looking statements. Although the Companybelieves that the assumptions inherent in the forward-lookingstatements are reasonable, forward-looking statements are notguarantees of future performance and, accordingly, undue relianceshould not be put on such statements due to their inherentuncertainty. Factors that could cause actual results or events todiffer materially from current expectations include, among otherthings: the Offering may not proceed as anticipated or at all; theCompany may decide to increase or decrease the amount of Offering orotherwise change the terms of the Offering; the Company may decide touse the funds differently than as disclosed; the Company may not closethe Offering on the timing anticipated or at all; the sport of swimboarding may not become as widely adopted or popular as expected, andSWMBRD may not achieve any commercial success or become a known brand;and that the Company may fail to complete large scale mass productionand sale of its SWMBRD in December 2022 as anticipated or at all;general market conditions may impact the Offering and/or the businessof the Company; factors related to the ongoing COVID-19 pandemic mayimpact the Offering and/or the business of the Company; other factorsbeyond the control of the parties and other risks outlined in theCompany’s publicly filed documents available on SEDAR. Actualresults and future events could differ materially from thoseanticipated in such information. The Company expressly disclaims anyintention or obligation to update or revise any forward-lookingstatements whether as a result of new information, future events orotherwise, except as required by applicable law.
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