On December 19, 2024, the Company completed its previously announced reverse takeover transaction (the "Transaction") with Cizzle Brands Ltd. (the "Target") and 1001070471 Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purposes of consummating the Transaction, by way of a statutory "three-cornered" amalgamation. As part of the Transaction: (i) the Company changed its name from "1348512 B.C. Ltd." to its current name, "Cizzle Brands Corporation"; (ii) consolidated its issued and outstanding Common Shares on the basis of 1.80 pre-consolidation Common Shares for one (1) post-consolidation Common Share; (iii) filed an annual information form dated December 19, 2024 (the "AIF"), which provides additional details regarding the Transaction and the Company post-Transaction; (iv) Stern & Lovrics LLP resigned as the auditors of the Company effective December 19, 2024 and MNP LLP was appointed as auditors of the Company effective December 19, 2024; and (v) the Company's board of directors was reconstituted to consist of nominees of the Target, and all existing officers of the Company resigned and were replaced by nominees of the Target. The details of the Transaction provided herein are a summary only. Readers are referred to the AIF filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
As part of the Transaction, the Company filed the audited annual financial statements for Cizzle Brands Ltd. for its fiscal year ended July 31, 2024, along with interim financial statements for the three-month period ending October 31, 2024 on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.
Cizzle Brands' first product to market is CWENCH Hydration ("CWENCH"). CWENCH is a better-for-you sports hydration drink, which is the result of an extensive collaboration amongst world-class athletes, elite trainers, including legendary strength coach Andy O'Brien, and the Cizzle Brands team. CWENCH is endorsed by athletes, including Colorado Avalanche and NHL MVP Nathan MacKinnon, Montreal Canadien Cole Caufield, NBA All-star Andrew Wiggins, Canadian Olympic soccer player, Adriana Leon, as well as emerging hockey stars, Gavin McKenna, Chloe Primerano and Jade Iginla. CWENCH has no sugar, only 10 calories and contains 6+ performing electrolytes per serving to ensure optimal hydration.
CWENCH is currently available in over 1,000 retail locations across North America, including Sport Chek, Source for Sports, Canadian Tire and LifeTime Fitness. For more information about Cizzle Brands, visit cizzlebrands.com and follow along on socials @CizzleBrands on Instagram, and X. For more information about CWENCH, visit cwenchhydration.com and follow along on social @CwenchHydration on Instagram, X and TikTok.
Gowling WLG (Canada) LLP acted as counsel to the Target and Garfinkle Biderman LLP acted as counsel to the Company in connection with the Transaction.
Early Warning
The following disclosure is provided pursuant to National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") with respect to Jennifer Goldman, L5 Capital Inc., HCA 2018 Investment Trust (and its joint actor, Highland Capital Advisors Inc.) and RPC 2018 Investment Trust (and its joint actor, Red Point Capital Inc.) (collectively, the "Reporters", and each, a "Reporter"). NI 62-103 also requires each of the Reporters to file an early warning report with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be available on the Company's SEDAR+ profile at www.sedarplus.ca.
Prior to the completion of the Transaction, Jennifer Goldman, a resident of Toronto, Ontario, held an aggregate of 416,667 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares immediately prior to the completion of the Transaction, on a fully diluted basis, given that the Company had no outstanding convertible securities at the time of calculation. On completion of the Transaction, Jennifer Goldman holds 416,667 Common Shares, representing approximately 0.21% of the Common Shares on a non-diluted basis and partially diluted basis since the Reporter holds no convertible securities of the Company. This represents a change of 24.78% in the total holdings of the Reporter from her previously reported amounts.
Prior to the completion of the Transaction, L5 Capital Inc., a corporation whose principal office is located in West Vancouver, British Columbia, held an aggregate of 416,667 Common Shares, representing approximately 24.99% of the issued and outstanding Common Shares immediately prior to the completion of the Transaction, on a fully diluted basis, given that the Company had no outstanding convertible securities at the time of calculation. On completion of the Transaction, L5 Capital Inc. holds 416,667 Common Shares, representing approximately 0.21% of the Common Shares on a non-diluted basis and partially diluted basis since the Reporter holds no convertible securities of the Company. This represents a change of 24.78% in the total holdings of the Reporter from its previously reported amounts.
Prior to the completion of the Transaction, HCA 2018 Investment Trust, whose registered office is located in Toronto, Ontario, together with its joint actor, Highland Capital Advisors Inc., a corporation whose principal office is located in Toronto, Ontario, held an aggregate of 416,666 Common Shares (260,416 Common Shares held by HCA 2018 Investment Trust, and 156,250 Common Shares held by its joint actor, Highland Capital Advisors Inc.), representing approximately 24.99% of the issued and outstanding Common Shares immediately prior to the completion of the Transaction, on a fully diluted basis, given that the Company had no outstanding convertible securities at the time of calculation. On completion of the Transaction, HCA 2018 Investment Trust, together with its joint actor, Highland Capital Advisors Inc., hold an aggregate of 416,666 Common Shares (260,416 Common Shares held by HCA 2018 Investment Trust, and 156,250 Common Shares held by its joint actor, Highland Capital Advisors Inc.), representing approximately 0.21% of the Common Shares on a non-diluted basis and partially diluted basis since neither the Reporter nor its joint actor holds any convertible securities of the Company. This represents a change of 24.78% in the total holdings of the Reporter, together with its joint actor, from its previously reported amounts.
Prior to the completion of the Transaction, RPC 2018 Investment Trust, whose registered office is located in Toronto, Ontario, together with its joint actor, Red Point Capital Inc., a corporation whose principal office is located in Toronto, Ontario, held an aggregate of 416,666 Common Shares (260,416 Common Shares held by RPC 2018 Investment Trust, and 156,250 Common Shares held by its joint actor, Red Point Capital Inc.), representing approximately 24.99% of the issued and outstanding Common Shares immediately prior to the completion of the Transaction, on a fully diluted basis, given that the Company had no outstanding convertible securities at the time of calculation. On completion of the Transaction, RPC 2018 Investment Trust, together with its joint actor, Red Point Capital Inc., hold an aggregate of 416,666 Common Shares (260,416 Common Shares held by RPC 2018 Investment Trust, and 156,250 Common Shares held by its joint actor, Red Point Capital Inc.), representing approximately 0.21% of the Common Shares on a non-diluted basis and partially diluted basis since neither the Reporter nor its joint actor holds any convertible securities of the Company. This represents a change of 24.78% in the total holdings of the Reporter, together with its joint actor, from its previously reported amounts.
In addition, 50% of the Common Shares held by the Reporters and, as applicable, their respective joint actors, are subject to contractual lock-up restrictions that expire on the earlier of: (i) the Common Shares achieving a 10-day volume-weighted average price of at least $0.60 on the Cboe Canada; and (ii) December 19, 2025.
About Cizzle Brands Corporation
Cizzle Brands Corporation is elevating the game in health & wellness. Its first product, CWENCH Hydration, which is now available across Canada, is the result of extensive collaboration and testing with leading athletes and trainers across various elite sports. CWENCH delivers clean, performing hydration, tailored to empower peak performance in both competitive sports and those living a healthy, vibrant, active lifestyle. For more information visit cizzlebrands.com and cwenchhydration.com.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, such as, but not limited to: the listing of the Company's Common Shares on the Cboe Canada; the timing of the commencement of trading of the Common Shares; and new products of the Company. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company.
Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.
SOURCE Cizzle Brands Corporation
For further information, please contact: Setti Coscarella, Head of Corporate Development, Cizzle Brands Corporation, [email protected], 1 844 588 2088
Share this article