Prime Drink Group Announces Closing of Triani Canada Acquisition

Prime Drink Group Corp.
Prime Drink Group Corp.

In This Article:

MONTREAL, Nov. 01, 2024 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE: PRME) (“Prime” or the “Company”) announces it has closed its acquisition of all the issued and outstanding shares (“Triani Shares”) of Triani Canada Inc. (the “Transaction”) from 9296-0186 Québec Inc. (“9296”) and Angelpart Ventures Inc. (collectively, the “Vendors”), pursuant to the amended and restated share purchase agreement dated August 7, 2024 (the “Amended and Restated SPA”) entered into between the Vendors, the shareholders of 9296, and Prime.

All dollar figures provided herein are in Canadian dollars unless otherwise stated.

Acquisition of Triani

Pursuant to the Amended and Restate SPA, Prime acquired the Triani Shares from the Vendors in consideration for:

(i)

CAD$11,400,000 payable through the issuance of an aggregate of 91,200,000 common shares in the capital of Prime (“Prime Shares”) at a deemed price of $0.125 per Prime Share; and

 

 

(ii)

the issuance of 11,200,000 common share purchase warrants (a “Prime Warrant”), each Prime Warrant is exercisable for one Prime Share at a price of $0.125 per share and expires twelve (12) months from the closing date of the Transaction (the “Closing Date”).


In addition to the foregoing purchase price for the Triani Shares, subject to Triani achieving certain EBITDA targets, the Company shall pay to 9296, additional consideration in an amount of up to $23,500,000 payable through the issuance of Prime Shares (the “Bonus Consideration”) at a deemed price of $0.125 per share for any Bonus Consideration payable in the fiscal years ended March 31, 2025 and 2026, and $0.16 per share for any Bonus Consideration payable in the fiscal year ended March 31, 2027.

In connection with the Transaction and in accordance with the policies of the Canadian Securities Exchange (the “CSE”), the Company has filed an updated listing statement dated October 30, 2024 (the “Listing Document”) on SEDAR+ and the CSE’s website, regarding the anticipated business of the Company post-closing of the Transaction and that includes the financial statements of Triani for the annual periods ended March 31, 2024 and 2023, as well as the interim financial statements of Triani for the period ended June 30, 2024.

Subscription Receipt and Unit Financing

In connection with the closing of the Transaction, the proceeds raised from the issuance of a total of 12,275,400 subscription receipts of the Company (the “Subscription Receipts”) – issued at a price of $0.625 per Subscription Receipt for aggregate gross proceeds of $7,672,125, pursuant to a non-brokered best efforts private placement financing (the “Subscription Receipt Offering”) – were released from escrow and the Subscription Receipts were converted into a total of 61,377,000 Prime Shares at a ratio of five (5) Prime Shares for each outstanding Subscription Receipt. For further details on the Subscription Receipt Offering, see the press releases of the Company dated May 22, 2024, July 31, 2024, and October 16, 2024.