2022-06-22 | CSE: SWIMMING | Press release
VANCOUVER, BC – TheNewswire – June 22, 2022: SWMBRD Sports Inc. (CSE: SWIM.NC) (“SWMBRD” or the “Company”) is pleased to announce that it has completed its previously announced non-brokered private placement (the “Offer”), as described in its press release dated May 3, 2022, under which it issued a total of 3,460,000 units (each, a “Unity”) at a price of $0.10 per unit for gross proceeds of $346,000.
Each unit consisted of one common share (each, a “To share”) in the capital of the Company and one transferable share subscription warrant (each, a “To guarantee”). Each warrant entitles its holder to purchase one additional share (each, a “Mandate Share) for a period of one year from the closing date (the “Closing Date”) at an exercise price of $0.20 per warrant share.
The proceeds of the Offering will be used for the production of the Company’s SWMBRDs for sale, the production of two additional SWMBRD molds of different sizes, expenses related to listings on the OTCQB and the Frankfurt Stock Exchange and the fund general turnover. The securities issued under the offering are subject to a hold period of four months from the date of issue.
No finder’s fees or commissions were paid in connection with the Offering.
Zimtu Capital Corp. (“Zimtou”), which held more than 10% of the shares of the Company prior to the closing date, purchased 1,150,000 units under the offering. Following the closing of the Offer, Zimtu holds approximately 19.11% of the issued and outstanding Shares of the Company on a fully diluted basis. The sale to Zimtu constitutes a “related party transaction” within the meaning of National Instrument 61-101 Protection of Minority Holders of Securities in Special Transactions (“MI 61-101”), but this sale is exempt from the valuation requirement of NI 61-101 under the exemption contained in section 5.5(b) of NI 61-101 because the shares of the Company are not listed on a specified market, and it is exempt from the minority shareholder approval requirements of NI 61-101 under the exemption provided in section 5.7(a) of NI 61-101 because the fair market value of the shares purchased and the fair market value of the consideration paid for them, did not exceed 25% of the market capitalization of the Company.
None of the securities acquired under the Offer have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of the securities in any state where such offer, solicitation or sale would be unlawful.
About SWMBRD Sports Inc.
SWMBRD Sports Inc. is a Vancouver, BC-based sporting goods company that seeks to empower millions of people to rethink the way they have fun in the water. Management believes that SWMBRD’s exclusive watersports board due to its patented design, is revolutionary in the way it empowers the human body in the water like never before, giving water enthusiasts of all ages and abilities the freedom to explore all aquatic environments with ease.
By offering a versatile water sport that is easy to use, easy to store, can be used by all ages and all body types in all bodies of water (rivers, oceans, lakes and basins), the Company considers that the sport of swimboarding has the potential to become one of the most popular board sports in the world, and SWMBRD a great aquatic brand.
The company has refined the manufacturing techniques most relevant to the SWMBRD and has successfully produced fully functional demo fleets of boards, which have been rigorously used in the real world in Hawaii, Canada and Greece. The company is now preparing to begin full-scale mass production under an OEM agreement with Tahe Outdoors of Vannes, France – Europe’s leading boardsports manufacturer. It is SWMBRD’s intention to have Swimboards available for sale in December 2022.
For more information, please contact:
Justin Schroenn – President, CEO and Director
E-mail: [email protected]
Matthew Schroenn – Vice President and Director
E-mail: [email protected]
Phone: 604-375 4664
Gareth Schroenn – Vice President
E-mail: [email protected]
This press release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this press release include statements regarding: the closing of the offering, including the intended use of the proceeds of the offering; the hope that the sport of windsurfing will become one of the most popular board sports in the world, and SWMBRD a great water brand; and that the company will complete full-scale mass production and sale of its SWMBRD in December 2022. Forward-looking statements reflect management’s current expectations based on currently available information and are subject to a number of risks and uncertainties that may cause results to differ materially from those discussed in the forward-looking statements. Although the Company believes that the assumptions inherent in forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be placed on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among others: the Company may decide to use the proceeds of the Offering differently from what has been disclosed; the sport of windsurfing may not become as widely adopted or popular as expected, and SWMBRD may not achieve commercial success or become a household name; and that the Company may not complete large-scale mass production and sale of its SWMBRD in December 2022 as planned or at all; general market conditions may have an impact on the Offer and/or the Company’s business; factors related to the ongoing COVID-19 pandemic may impact the Offer and/or the Company’s business; and other factors beyond the Company’s control. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
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