VANCOUVER, BC / ACCESSWIRE / October 9, 2024 / Wildpack Beverage Inc. (TSXV:CANS)(OTC PINK:WLDPF)("Wildpack" or the"Company") a leading middle market co-packer of canned goods, announces, further to its press release dated July 5, 2024 (the "Previous Release"), an update regarding the Company's proposed restructuring transaction (the "Debenture Restructuring Transaction") with respect to its outstanding 8.00% convertible unsecured subordinated debentures in the aggregate principal amount of $45,007,000 (the "Debentures"), which were issued pursuant to a convertible debenture indenture between the Company and Computershare Trust Company of Canada (the "Base Indenture") dated as of June 30, 2021, which provides for the issuance of one or more series of unsecured subordinated debentures of the Company, along with supplemental indentures dated August 27, 2021, November 23, 2021 and March 31, 2022 (collectively, the "Indenture").
The Company provides an update below regarding the multiple components of the Debenture Restructuring Transaction.
Amended Sandton Loan
The Company has entered into a third amended and restated loan agreement dated June 26, 2024 among the Company, through its wholly-owned subsidiaries, and Sandton Credit Solutions Master Fund V, LP (the "Lender"), an affiliate of Sandton Capital Partners, L.P. ("Sandton"), (as amended, restated, joined, supplemented or otherwise modified from time to time, the "Third A&R Loan Agreement").
The Third A&R Loan Agreement reflects the following principal changes (collectively, the "Amended Sandton Loan"):
(a) increasing the size of the facility under the Sandton Loan by US$4,000,000;
(b) amending the terms of conversion terms of the Sandton Loan such that a portion of the increased facility pursuant to the Amended Sandton Loan in the amount of US$3,500,000, will be convertible into up to 70% of Thirsty Cat LLC (the "Equity Purchase Option"), and the formerly convertible US$25,000,000 tranche of the Sandton Loan will no longer be convertible and will instead be term debt; and
(c) extending the term of the Sandton Loan to May 23, 2027 (in respect of the original US$25,000,000 tranche) and to October 10, 2026 (in respect of the Tranche 2 Loan);
(d) increasing the interest rate under the Sandton Loan to 15% per annum;
(e) waiver of covenants until January 1, 2025; and
(f) interest paid-in-kind to extend until January 1, 2025.
For additional details regarding the Sandton Loan, please refer to the Company's press releases dated April 19, 2023, October 11, 2023, and December 1, 2023.
The TSX Venture Exchange (the "TSXV") has approved the Third A&R Loan Agreement and, in accordance with the requirements of the TSXV, the majority of the shareholders of the Company have approved by written consent: (i) the grant of the Equity Purchase Option to the Lender; (ii) and the creation of the Lender as a Control Person of the Company.
The Company received additional funding from Sandton between June 27, 2024, and October 4, 2024, totaling US$9,600,000 (the "Additional Funding"). The Additional Funding, provided as a series of promissory notes, bears 18% interest per annum paid-in-kind, with a maturity date of June 27, 2028. Funding has been used for general working capital purposes and key trade vendor payments.
Debenture Repurchase, Shares for Debt Settlement and Delisting of Debentures
Pursuant to the Debenture Restructuring Transaction, the Company proposed
to repurchase Debentures in the principal amount of $20,000,000 (the "Repurchased Debentures") from certain holders representing the majority owners of the Debentures ("Vendors"), in exchange for cash consideration of $2,000,000 (the "Debenture Repurchase"); and
that the remaining outstanding Debentures be exchanged for Common shares in the capital of the Company ("Common Shares") at an exchange price of $0.10 per Common Share (the "Shares for Debt Settlement").
Approvals
The Company has received conditional approval of the TSXV for the Debenture Repurchase, the Shares for Debt Settlement and the delisting of the Debentures listed under the symbols "CANS.DB" and "CANS.DB.A" on the TSXV (the "Delisting").
In accordance with the requirements of the TSXV, the majority of the shareholders of the Company have approved by written consent the completion of the Debenture Restructuring Transaction.
In accordance with the requirements of the TSXV and the Indenture, the Debenture holders have passed an Extraordinary Resolution by written consent approving: (i) the completion of the Debenture Restructuring Transaction; (ii) the cancellation of the Repurchased Debentures upon completion of the Debenture Repurchase by the Company; (iii) the waiver of Section 6.5 of the Indenture as it pertains to completion of the Rights Offering (as described below); (iv) the completion of the Shares for Debt Settlement in accordance with Section 12.11(l) of the Indenture; and (v) completion of the Delisting of the Debentures following the Shares for Debt Settlement.
Other Sources Loan
The Company is in the process of obtaining loans totaling $2,000,000 (the "Other Sources Loans"), from certain lenders to the Company which loans will be used to partially fund the Debenture Repurchase. The Other Sources Loans will provide an interest-bearing loan to the Company, bearing simple interest at 15% per annum (increased to 20% per annum after 120 days from the initial advance date), which loans can be prepaid without penalty and secured against the Repurchased Debentures until the Repurchased Debentures are cancelled.
Approvals
The Company has obtained TSXV conditional approval of the Other Sources Loans.
Rights Offering
The Company also proposes to conduct a rights offering pursuant to which it will offer rights to its shareholders to subscribe for Common Shares for gross proceeds to the Company of $3,550,000, to be conducted by way of prospectus offering (the "Rights Offering"). A portion of the proceeds from the Rights Offering will be used to repay the indebtedness incurred under the Amended Sandton Loan and the Other Sources Loan.
The Debenture Restructuring Transaction is not conditional upon completion of the Rights Offering. In the event that the Rights Offering is not completed, MMCAP International Inc. SPC ("MMCAP") will become a Control Person (as defined in the policies of the TSXV) of the Company as a result of the Share Exchange by virtue of owning over 20% of the issued and outstanding Common Shares of the Company.
Approvals
The majority of the shareholders of the Company have approved by written consent the creation of MMCAP as a Control Person of the Company in the event that the Rights Offering is not completed.
Closing
The Company has completed the Amended Sandton Loan and received Additional Funding
The Other Sources Loans and Debenture Repurchase are expected to close once the Company has secured Other Sources Loans in the amount of $2,000,000 and is subject to receipt of final approval of the TSXV.
Cancellation of the Repurchased Debentures, the Shares for Debt Settlement and the Delisting are expected to occur following the record date for the Rights Offering and are subject to final approval of the TSXV.
Per: "Mitch Barnard"
Mitch Barnard
Chief Executive Officer and Director
For further information, please contact us at:
[email protected]
or
Elijah Clare
Vice President, Investor Relations
[email protected]
Advisors
Fasken Martineau DuMoulin LLP is the legal advisor to Wildpack Beverage Inc.
Visit our investor website at:
https://investor.wildpackbev.com
About Wildpack
Wildpack provides beverage manufacturing and packaging to the middle market by providing sustainable aluminum can filling, decorating, packaging, brokering, sleeve/label printing services, and logistics to brands throughout the United States. Wildpack currently operates indirectly through its wholly owned subsidiaries and out of six facilities in Baltimore, Maryland; Grand Rapids, Michigan; Atlanta, Georgia; Longmont, Colorado; Sacramento, California; and Las Vegas, Nevada with a focus on digital innovation and green ready-to-drink packaging. Wildpack commenced trading on the TSX Venture Exchange under the symbol "CANS" on May 19, 2021.
Cautionary Statement on Forward-Looking Information
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, but not limited to, statements with respect to the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks including but not limited to risks related to obtaining regulatory approval of the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. These statements generally can be identified 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. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements expressed or implied by Wildpack are subject to a number of risks, uncertainties, and conditions, many of which are outside of Wildpack's control, and undue reliance should not be placed on such statements. Although Wildpack has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties related to Wildpack's business, including that Wildpack's assumptions in making forward-looking statements may prove to be incorrect and that Wildpack will not obtain regulatory approval of the Debenture Restructuring Transaction and the associated transactions to be completed in connection therewith. Except as required by securities law, Wildpack does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Wildpack Beverage Inc.