Hill Street Announces Warrant Extension And Repricing

Hill Street Beverage Company Inc. HSEEF HILL has extended the expiry date and reduced the exercise price of 11.25 million warrants of the company which were originally set to expire on November 18, 20223, after having received the approval of the TSX Venture Exchange to such amendments.

The new expiry date of the amended warrants is March 17, 2023 and the reduced exercise price is CA$0.05. The amended warrants include an accelerated expiry provision such that the exercise period of each of the amended warrants is reduced to 30 days if for any 10 consecutive trading days, the closing price of the company's common shares is equal or greater than CA$0.0625, with the 30-day expiry period commencing on the day the company disseminates a press release announcing the commencement of the accelerated expiry period.

Insiders of the company hold 7.47 million of the 17.1 million total warrants in this series. In accordance with TSX-V policies, only 10%, or 1.7 million of the total warrants are subject to these amendments on a pro-rata basis among such insiders. A portion of the amended warrants are held by parties who are considered to be "related parties" of the company. Therefore, the amendment of amended warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of minority shareholders in special transactions, and TSXV Policy 5.9 - Protection of minority shareholders in special transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon as the fair market value of the amended warrants does not exceeds 25% of the market capitalization of the company.

While the company is prioritizing the push to achieve positive quarterly cash flow without additional fundraising through its revenue generating and cost containment measures, it believes that the repricing and extension of the amended warrants is reasonable and ‎necessary in the context of the overall market, as it increases the likelihood that any additional cash needs of the company could be financed through the exercise of the amended warrants.

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