SWIM:CC - SWMBRD Announces Settlement of Debt and Provides Update on Previously Announced Financing
(TheNewswire)
THIS NEWS RELEASE IS NOT FORDISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FORDISSEMINATION IN THE UNITED STATES
VANCOUVER, BC – TheNewswire - January 12,2024: SWMBRD Sports Inc. (CSE:SWIM) (“SWMBRD” or the“Company”) announces today that it intends to enter intosettlement agreements to settle an aggregate amount of $97,200.00 ofindebtedness (the “ DebtSettlement ”) through the issuance of an aggregate of 3,240,000 units (the “ Settlement Units ”) at a deemedprice of $0.03 per Settlement Unit. Each Settlement Unitconsists of one common share (the “ Common Shares ”) in the capital of the Company and oneCommon Share purchase warrant exercisable at $0.075 for a period oftwo years from closing. The Debt Settlement transaction isanticipated to close on or around January 19, 2024.
The indebtedness relates to fees for services performedby certain insiders of the Company (" Creditors ") fromMay 1, 2023 through to September 30, 2023. The Company will enter intodebt settlement agreements with each Creditor in connection with theDebt Settlement.
The issuance of the aggregate of 3,240,000 SettlementUnits to certain insiders of the Company constitutes a "relatedparty transaction" as such term is defined in MultilateralInstrument 61-101- Protection of Minority Securityholders in SpecialTransactions (" MI 61-101 "). TheCompany intends to rely on the exemptions from the valuation andminority shareholder approval requirements of MI 61-101 as neither thefair market value of such Settlement Shares nor the debt exceeds 25%of the Company's market capitalization.
The Company further announces, pursuant to the news release datedOctober 11, 2023, the terms of the previously announced privateplacement (the “ PrivatePlacement ”) have been amended. The Company has receivedapproval by the Canadian Securities Exchange to amend the price of theunits from $0.03 to $0.015 per unit (the “ Financing Units ”).
Each Financing Unit will consist of one Common Share in the capital ofthe Company and one Common Share purchase warrant (each, a “ Warrant ”). Each Warrant willentitle the holder to acquire one additional Common Share at a priceof $0.05 per Common Share, for a period of two years from the date theFinancing Units are issued. The Private Placement is anticipated toclose on or around January 31, 2024.
The Debt Settlement transaction and Private Placementare both subject to Canadian Securities Exchange acceptance. TheSettlement Units and Financing Units will be subject to a four-monthand one-day hold period in accordance with applicable securitieslaws.
None of the securities acquired will be registered under the UnitedStates Securities Act of 1933, as amended (the “1933 Act”), andnone of them may be offered or sold in the United States absentregistration or an applicable exemption from the registrationrequirements of the 1933 Act. This news release shall not constitutean offer to sell or a solicitation of an offer to buy nor shall therebe any sale of the securities in any state where such offer,solicitation, or 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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