CIZZLE BRANDS CORPORATION (FORMERLY 1348512 B.C. LTD.) ANNOUNCES COMPLETION OF DISPOSITIONS AND EARLY WARNING DISCLOSURE
TORONTO, ONTARIO, CANADA, December 12, 2024 /EINPresswire.com/ -- Cizzle Brands Corporation (formerly, 1348512 B.C. Ltd.) (the “Company”) announces that Jennifer Goldman (“Goldman”) and L5 Capital Inc. (“L5” and together, the “Transferors”), of Toronto, Ontario, each disposed (the “Dispositions”) of 260,416 common shares of the Company (“Common Shares”) for nominal consideration pursuant to private share purchase transactions involving HCA 2018 Investment Trust (“HCA 2018”) and RPC 2018 Investment Trust (“RPC 2018”).
Early Warning Disclosure
Prior to the completion of the Dispositions, each of Goldman and L5 held and beneficially owned, or exercised control or direction 677,083 Common Shares, each representing 50% of the issued and outstanding Common Shares on a non-diluted basis, and HCA 2018 held and beneficially owned, or exercised control or direction over nil Common Shares and RPC 2018 held and beneficially owned, or exercised control or direction over nil Common Shares.
After giving effect to the Dispositions:
(i) Goldman holds and beneficially owns, or exercises control or direction over 416,667 Common Shares, representing 30.77% of the issued and outstanding Common Shares on a non-diluted basis;
(ii) L5 Capital holds and beneficially owns, or exercises control or direction over 416,667 Common Shares, representing 30.77% of the issued and outstanding Common Shares on a non-diluted basis;
(iii) HCA 2018 holds and beneficially owns, or exercises control or direction over 260,416 Common Shares, representing 19.23% of the issued and outstanding Common Shares on a non-diluted basis; and
(iv) RPC 2018 holds and beneficially owns, or exercises control or direction over 260,416 Common Shares, representing 19.23% of the issued and outstanding Common Shares on a non-diluted basis.
The Company has been advised that each of Goldman, L5, HCA 2018, and RPC 2018 (collectively, the “Reporters”) hold their Common Shares as part of a strategic investment in the Company. The Reporters intend to review their holdings in the Company on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors. The Reporters may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any and all matters. The Reporters, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.
This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the “Early Warning Reports”). Copies of the Early Warning Reports will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca, and may also be obtained by contacting Binyomin Posen at 647-982-2494.
On behalf of the Board of Directors
Binyomin Posen
Chief Executive Officer
T: +1 (647) 982-2494
E: bposen@plazacapital.ca
Early Warning Disclosure
Prior to the completion of the Dispositions, each of Goldman and L5 held and beneficially owned, or exercised control or direction 677,083 Common Shares, each representing 50% of the issued and outstanding Common Shares on a non-diluted basis, and HCA 2018 held and beneficially owned, or exercised control or direction over nil Common Shares and RPC 2018 held and beneficially owned, or exercised control or direction over nil Common Shares.
After giving effect to the Dispositions:
(i) Goldman holds and beneficially owns, or exercises control or direction over 416,667 Common Shares, representing 30.77% of the issued and outstanding Common Shares on a non-diluted basis;
(ii) L5 Capital holds and beneficially owns, or exercises control or direction over 416,667 Common Shares, representing 30.77% of the issued and outstanding Common Shares on a non-diluted basis;
(iii) HCA 2018 holds and beneficially owns, or exercises control or direction over 260,416 Common Shares, representing 19.23% of the issued and outstanding Common Shares on a non-diluted basis; and
(iv) RPC 2018 holds and beneficially owns, or exercises control or direction over 260,416 Common Shares, representing 19.23% of the issued and outstanding Common Shares on a non-diluted basis.
The Company has been advised that each of Goldman, L5, HCA 2018, and RPC 2018 (collectively, the “Reporters”) hold their Common Shares as part of a strategic investment in the Company. The Reporters intend to review their holdings in the Company on a continuing basis and may purchase or sell Common Shares in the future, either on the open market or in private transactions, in each case, depending on a number of factors. The Reporters may formulate other purposes, plans or proposals regarding the Company or any of its securities or may change its intention with respect to any and all matters. The Reporters, in consultation with the Company, may also propose or seek to effect certain corporate transactions involving the Company.
This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada, which report will contain additional information with respect to the foregoing matters (the “Early Warning Reports”). Copies of the Early Warning Reports will be filed on SEDAR+ under the Company’s profile at www.sedarplus.ca, and may also be obtained by contacting Binyomin Posen at 647-982-2494.
On behalf of the Board of Directors
Binyomin Posen
Chief Executive Officer
T: +1 (647) 982-2494
E: bposen@plazacapital.ca
Binyomin Posen
Cizzle Brands Corporation
+1 647-982-2494
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