Jones Soda Acquires Pinestar Gold, Completes Concurrent Financings To Support Its Expansion Into Cannabis

Craft beverages distributor Jones Soda Co. JSDA has completed the previously announced acquisition of Pinestar Gold Inc., by way of a plan of arrangement under the Business Corporations Act.

As part of the arrangement, the obligations in respect of each share purchase warrant of Pinestar were assumed by Jones and each such remaining warrant became exercisable into one share of Jones Common stock at a price of CA$0.06 ($0.047) per share.

Completion Of Concurrent Financing

In connection with the arrangement, Pinestar completed an offering for subscription receipts  for aggregate gross proceeds of $8 million at a price per subscription receipt equal to $0.50. As part of the closing of the arrangement, each subscription receipt automatically converted into one pinestar share and one new common share purchase warrant of Pinestar, which were then immediately exchanged for shares of Jones common stock  and share purchase special warrants of Jones, respectively, in accordance with a 1:1 exchange ratio.

“By completing the arrangement and concurrent financing we have taken a significant step towards the implementation of the company’s planned expansion into the cannabis sector,"Mark Murray, president and CEO of Jones stated. "The proceeds from the concurrent financing will be used towards the development of the company’s planned Cannabis-infused beverages and edibles business line and the acquisition of Pinestar has enabled us to become a public reporting company in Canada.”

Listing On The Canadian Securities Exchange

The Canadian Securities Exchange has conditionally approved the listing of the Jones Shares on the CSE. Final approval for listing of the Jones Shares on the CSE will be subject to Jones fulfilling certain standard conditions of the CSE set out in its conditional acceptance letter.

“The listing of the company’s shares of common stock on the CSE would not only increase the liquidity of our shares but would also enable the company to appeal to potential investors in Canada as well as the United States as the company’s share of common stock would have an active trading market on both sides of the border,” continued Murray.

More Recent Milestones

• In connection with the closing of the arrangement, the company revealed that Alex Spiro and Chad Bronstein were appointed by the company’s board of directors to serve as directors on the board until the company’s next annual meeting of stockholders. Each of Jeffrey Anderson and Michael Fleming also gave notice to the board of their intention to resign from the Board, pursuant to the terms of the Arrangement.
• Jones also completed an offering of $3 million in aggregate principal amount of 3.00% unsecured convertible debentures due February 9, 2023.