VANCOUVER, British Columbia -- February 14, 2023
Yerbaé Brands Corp. (formerly, Kona Bay Technologies Inc.) (“Yerbaé” or the
“Company”), is pleased to announce that, further to its news releases dated
May 24, 2022, November 23, 2022, December 22, 2022, and February 3, 2023, it
has successfully completed its merger and business combination of the Company
with Yerbaé Brands Co. (“Yerbaé US”), a Delaware incorporated plant-based
energy beverage company operating out of Scottsdale, Arizona (the
“Transaction”).
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Yerbaé Plant-Based Energy, caffeinated by Yerba Mate. (Photo: Business Wire)
Yerbaé Plant-Based Energy, caffeinated by Yerba Mate. (Photo: Business Wire)
Todd Gibson, co-founder, CEO and Director of Yerbaé stated, “I am thrilled to
announce that Yerbaé is taking the next step in its journey by going public.
This is an exciting time for our company and a testament to the hard work and
dedication of our employees. Going public will provide us with the capital and
resources to accelerate our growth, enhance our brand, and expand our reach.
It will also give us the opportunity to bring in new investors who share our
vision and mission.”
“I have seen firsthand the hard work, dedication, and passion that has gone
into building this business, and I am truly grateful for the support of our
employees, customers, and partners along the way. This marks a significant
milestone in our journey, and I couldn’t be more excited for what the future
holds for Yerbaé as a public company,” said Karrie Gibson, co-founder, COO and
Director of Yerbaé.
Yerbaé Corporate Update
*Yerbaé has experienced significant growth, fueled by some of its largest
retailers such as Sprouts Farmers Market, Costco, Albertson’s, Safeway, Shaws,
Acme, Jewel, Stop N Shop, Winco and many more.
*Vistar (NYSE: PFGC), the industry leading vending and pantry service
provider, has successfully capitalized on the reopening of the workplace
across the country. Vistar is Yerbaé’s distribution partner and investor, and
they have assisted the brand in connecting with consumers in the workplace
through its relations with major pantry outlets in office retailers, schools,
and vending.
*In Q3 2022, Yerbaé launched the world’s first Pumpkin Spice energy drink as
seen on Fox News nationally, and local CBS, NBC and ABC affiliates around the
country. Pumpkin Spice season is one of the most beloved times of the year and
Yerbaé has captured the essence of fall in a can. The first of its kind
innovation of Pumpkin Spice Energy was made with seasonal spices and delivered
a unique experience to consumers with zero sugar, calories, carbohydrates or
fat.
*The company added William Finn, an accomplished public company finance
professional, as its Chief Financial Officer. His most recent public company
role was CFO for Legacy Acquisition Corp, a Special Purpose Acquisition Corp
that listed on the NYSE in the 4th Quarter 2017 and raised $300m with its IPO.
Proceeds from the IPO in addition to senior secured debt was used to acquire a
company in the consumer products space.
*Yerbaé is excited to welcome and work side-by-side with a newly formed board
of directors. Joining Karrie Gibson and Todd Gibson as directors are Andy
Dratt (Chief Commercial Officer and Partner of Imbibe), Carl Sweat (Co-Founder
and Managing Partner of ThermaMDX) and Rose Zanic (President of RCF Advisors).
This talented group of individuals with diverse backgrounds will help lead the
strategic direction of the company. The board of directors includes
individuals with a proven track record of success in fields such as finance,
legal, marketing, research, and development. They bring a diverse range of
perspectives and ideas, and they are committed to supporting the company and
helping Yerbaé reach new heights. The brand is honored to have such a talented
and dedicated group of individuals serving on our board of directors.
*In the calendar year 2022, the company made several significant investments
in marketing activities designed to reach new consumers and retain existing
customers. Some of these marketing activities introduced the brand to the
fitness community - notably including CrossFit where Yerbaé signed one of
their celebrity investors, Annie Thorisdottir, the first woman to win the
CrossFit Games twice. The CrossFit space has also led them to other
significant athletes that have joined with Yerbaé over the last year.
The Transaction
The Transaction was completed by way of a reverse triangular merger conducted
pursuant to (i) the provisions of the Delaware General Corporations Law in
which Kona Bay Technologies (Delaware) Inc., a wholly-owned subsidiary of the
Company, merged with and into Yerbaé US, and (ii) a plan of arrangement
conducted pursuant to the provisions of the Business Corporations Act (British
Columbia), which also resulted in the amalgamation of the Company (formerly,
Kona Bay Technologies Inc.) with 1362283 B.C. Ltd. (“FinCo”), a previous
wholly-owned subsidiary of the Company.
At the time of closing of the Transaction (the “Closing”), an aggregate of
54,493,936 common shares (each, a “Share”) of Yerbaé were issued and
outstanding, of which: 35,848,290 Shares were issued to the former Yerbaé US
shareholders (inclusive of an aggregate of 5,631,276 Shares issued to former
holders of an aggregate of US$4,500,000 in convertible promissory notes of
Yerbaé US converted immediately prior to Closing), 8,000,000 performance
Shares (each, a “Performance Share”) were issued to certain individuals, as to
3,000,000 Performance Shares to Klutch Financial Corp. (“Klutch”), a former
Insider of and arm’s length party to Yerbaé and Yerbaé US, and 2,500,000
Performance Shares to each of Todd Gibson and Karrie Gibson, which Performance
Shares are to be held in escrow and released upon the completion of certain
performance-based incentives related to the listing of the Shares on the TSXV,
future equity financings, and certain trailing gross revenue targets,
3,153,746 Shares were issued to the former holders of Share purchase warrants
of Company (each, a “Warrant”) exercised in connection with the Closing, and
2,015,163 Shares issued to former holders of subscription receipts of FinCo.
In addition, the 1,087,752 options to purchase shares of common stock (each, a
“Yerbaé US Share”) of Yerbaé US which were outstanding immediately prior to
Closing were cancelled and the holders thereof were granted an aggregate of
1,087,752 options to purchase Shares (each, an “Option”), 1,754,464 warrants
to purchase Yerbaé US Shares which were outstanding immediately prior to
Closing were cancelled and the holders thereof were granted an aggregate of
1,754,464 replacement Warrants, and 2,015,163 warrants to purchase common
shares of FinCo which were outstanding immediately prior to Closing were
cancelled and the holders thereof were granted an aggregate of 2,015,163
replacement Warrants.
In connection with the Closing, the parties paid customary advisory fees to
Roth Canada, ULC, an eligible arm’s length third party finder (the “Finder”),
in consideration for the Finder’s services in facilitating the identification,
negotiation and implementation of the Transaction which consisted of the
issuance of 507,662 Shares, as well as a cash payment of US$200,000.
Following the Closing, the Company has an aggregate of 54,493,936 Shares,
1,087,752 Options and 4,202,014 Warrants outstanding.
Change of Directors and Officers
Following the Closing, the directors and officers of Yerbaé are as follows:
Name Proposed Position(s)
Todd Gibson CEO and Chairman of the Board
Karrie Gibson COO and Director
William Finn CFO
Renata Kubicek Corporate Secretary
Seth Smith Vice President of Sales
Carl Sweat Director
Andy Dratt Director
Rose Zanic Director
Additional information regarding each director and officer of the Company,
including their respective bios, is set out in Yerbaé’s management information
circular (the “Information Circular”) dated November 13, 2022 filed under the
Company’s profile on SEDAR.
Escrowed Securities
For more information on the securities subject to a Value Security Escrow
Agreement and a Surplus Security Escrow Agreement, each based on based on TSXV
Form 5D – Escrow Agreement, see the Company’s news release dated February 3,
2023 filed under the Company’s profile on SEDAR.
Listing and Trading
Yerbaé is listed on the TSXV as a Tier 2 Industrial Issuer under the name
“Yerbaé Brands Corp.” The Shares resumed trading on the TSXV under the symbol
“YERB.U” on Monday, February 13, 2023.
For more information on Yerbaé and the Transaction, see the Company’s news
releases dated May 24, 2022, November 23, 2022, December 22, 2022 and February
3, 2023 as well as the Information Circular, each filed under the Company’s
profile on SEDAR. All defined terms used but otherwise not defined in this
news release, shall have the meanings ascribed to such terms in the
Information Circular.
Investor Relation Services
In connection with the Company’s commercial introduction plans, Yerbaé Brands
Corp., has engaged Native Ads Inc. to carry out a 12-month programmatic
digital advertising campaign for a total cost of $100,000.00. This
comprehensive advertising program is designed to build awareness through the
following services: (a) Digital advertising (b) Paid distribution, (c) Media
buying and (d) Content creation.
About Yerbaé Brands Corp.
Founded in 2017 by Todd Gibson and Karrie Gibson, Yerbaé Brands Corp., (TSXV:
YERB.U) is disrupting the energy beverage marketplace with great tasting, zero
sugar, zero calorie beverages, while using plant-based ingredients that are
designed to meet the needs of the wellness forward consumer. Harnessing the
power of nature, Yerbaé’s celebrity ingredient is known to produce 196
different vitamins, minerals and nutrients that also produces caffeine.
By combining Yerba Mate, a South American herb with its premium ingredients
and flavors, Yerbaé provides consumers with a no compromise energy solution.
All Yerbaé energy beverages are zero calorie, zero sugar, non-GMO, and gluten
free.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking statements, which
reflect the expectations of management. Forward-looking statements consist of
statements that are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future. Such
statements are subject to assumptions, risks and uncertainties that may cause
actual results, performance or developments to differ materially from those
contained in the statements, including risks related to factors beyond the
control of the Company. The novel strain of coronavirus, COVID-19, and the
ongoing dispute between the sovereign state of Ukraine and Russia also
continue to pose risks that are currently indescribable and immeasurable. No
assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what benefits the
Company will obtain from them. The reader is cautioned not to place undue
reliance of any forward looking statements. Such information, although
considered reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly
qualified by this cautionary statement. The forward-looking statements
contained in this news release are made as of the date of this news release.
The Company 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 law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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Contact:
For further information on Yerbaé Brands Corp.:
Yerbaé Brands Corp.
Investor Relations
E: investors@Yerbaé.com
P: +1 (480) 471-8391
W: https://Yerbaé.com/
