CENTR Brands Secures $5M Via Private Placement

CENTR Brands Corp. CNTRF CNTR (FSE:303) completed non-brokered private placement financing pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 on March 3, 2023. Pursuant to the financing, the corporation issued an aggregate of $5 million of units of the company at an issue price of $0.30 per unit.

Each unit is comprised of one common share and one common share purchase ‎warrant of the company. Each warrant is exercisable to acquire one common share of the company at an exercise price of $0.50 per warrant share for a period of three years following the date of issue, subject to a redemption timing adjustments in certain events. If, at any time following the closing date, the daily volume weighted average trading price of the common shares on the Canadian Securities Exchange is greater than $0.70 per common share for a period of 5 consecutive trading days, the company shall have the right to accelerate the expiry date of the warrants to a date not less than 30 days after the later of: the date that notice of such acceleration is provided to the warrant holders and the date of issuance of a press release disclosing the occurrence of the triggering event.

Certain founding shareholders and insiders of the company participated in the financing, and subscribed for a total of 9.32 million units, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of minority security holders in special transactions

The net proceeds of the financing will be used for general working capital purposes.

Early Warning Reporting Disclosure

In connection with the financing, the company issued 9.15 million units to certain entities controlled by Paul Meehan at a price of $0.30 per unit, for aggregate gross proceeds of $2.74 million.

As of March 1, 2023, Meehan had control over 15.6 million common shares, representing 15.9% of the issued and outstanding common shares, and 1.54 million common share-purchase warrants. Assuming the exercise of the common share-purchase warrants, Meehan would have control or direction over 17.14 million common shares, representing 17.2% of the issued and outstanding common shares as of March 1, 2023.

Immediately after the closing of the financing, Meehan had control of 24.75 million common shares, representing 21.6% of the issued and outstanding common shares, and 10.69 million common share-purchase warrants. Assuming the exercise of the warrants, Meehan would have control or direction over 35.44 million common shares, representing 31.0% of the issued and outstanding common shares.

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