SWMBRD Announces Closing of Private Placement
VANCOUVER, BC – TheNewswire - June 22, 2022: SWMBRD Sports Inc. (CSE:SWIM.CN) (“SWMBRD” or the “Company”) is pleased to announce that it has completed its previously announced non-brokered private placement (the “Offering”), as described in its News Release of May 3, 2022, pursuant to which it issued an aggregate of 3,460,000 units (each, a “Unit”) at a price of $0.10 per Unit for gross proceeds of $346,000.
Each Unit was comprised of one common share (each, a “Share”) in the capital of the Company and one transferable Share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share (each, a “Warrant 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 in different sizes, expenses related to listings on the OTCQB and Frankfurt Exchange and general working capital. The securities issued in connection with the Offering are subject to a four month hold period from the date of issuance.
No finders’ fees or commissions were paid in connection with the Offering.
Zimtu Capital Corp. (“Zimtu”), which held more than 10% of the Shares of the Company prior to the Closing Date, purchased 1,150,000 Units in the Offering. Following closing of the Offering, Zimtu owns 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 Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but this sale is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) of MI 61-101 because the Company’s shares are not listed on a specified market, and it is exempt from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 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 Company’s market capitalization.
None of the securities acquired in the Offering were 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 news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any 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, B.C. based sporting goods company looking to enable millions to rethink their way of recreating in the water. Management believes that SWMBRD’s proprietary aquatic sports board, by virtue of its patented design, is revolutionary in how it empowers the human body in the water like nothing before, giving water lovers of all ages and abilities the freedom to explore all aquatic environments with ease.
By offering an aquatic board sport that is versatile, easy to use, easy to store, and which can be used by all ages and body types in any body of water (rivers, oceans, lakes and pools), the Company believes 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 manufacturing techniques most relevant to the SWMBRD and has successfully produced demonstration fleets of fully functioning boards, which have been in rigorous real-world use in Hawaii, Canada and Greece. The Company is now preparing to commence large scale mass production under an OEM agreement with Tahe Outdoors of Vannes, France - the preeminent board sport manufacturer in Europe. It is SWMBRD’s intention to have Swimboards available for sale in December of 2022.
For further information please contact:
Justin Schroenn – President, Chief Executive Officer and Director
Matthew Schroenn – Vice President and Director
Telephone: 604-375 4664
Gareth Schroenn - Vice President
This news 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 news release include statements regarding: the closing of the Offering, including planned use of proceeds of the Offering; the expectation that the sport of swim boarding may become one of the most popular board sports in the world, and SWMBRD a great aquatic brand; and that the Company will complete large scale mass production and sale of its SWMBRD in December 2022. The forward‐looking statements reflect management’s current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward‐looking statements. Although the Company believes that the assumptions inherent in the forward‐looking statements are reasonable, forward‐looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the Company may decide to use the proceeds of the Offering differently than as disclosed; the sport of swim boarding may not become as widely adopted or popular as expected, and SWMBRD may not achieve any commercial success or become a known brand; and that the Company may fail to complete large scale mass production and sale of its SWMBRD in December 2022 as anticipated or at all; general market conditions may impact the Offering and/or the business of the Company; factors related to the ongoing COVID‐19 pandemic may impact the Offering and/or the business of the Company; and other factors beyond the control of the Company. 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.