Safety Shot to Acquire Yerbaé Brands Corp., Adding Approximately $12 Million to Annual Revenue and Creating a Potential Force in Wellness and Functional Beverages
Safety Shot to Acquire Yerbaé Brands Corp., Adding Approximately $12 Million to Annual Revenue and Creating a Potential Force in Wellness and Functional Beverages
- Yerbaé is a scalable, growth-oriented complementary brand with a large and growing addressable market
- Yerbaé creates clean, simple, and delicious plant-based energy beverages that are "better-for-you"
- Yerbaé had approximately $12 million in revenue for the fiscal year ending 2023
- Safety Shot and Yerbaé will combine primary and secondary management teams in an attempt to deliver top-line growth
- The proposed transaction is expected to deliver significant cost synergies, driven by G&A and supply chain efficiencies
- Yerbaé是一个可扩展的、以增长为导向的互补品牌,拥有一个庞大且不断增长的可服务市场。
- Yerbaé创造了清新、简单、可口的植物基能量饮料,这些饮料更健康。
- Yerbaé在截至2023财年的收入约为1200万。
- Safety Shot和Yerbaé将结合主要和次要管理团队,以期实现收入增长。
- 拟议的交易预计将带来显著的成本协同效应,这源于G&A和供应链效率的提升。
Scottsdale, Arizona--(Newsfile Corp. - January 8, 2025) - Safety Shot, Inc. (NASDAQ: SHOT) ("SHOT", "Safety Shot", or the "Company"), a wellness and dietary supplement company, and Yerbaé Brands Corp. (TSXV: YERB.U) (OTCQX: YERBF) ("Yerbaé"), a plant-based energy beverage company, today announced the execution of a definitive arrangement agreement dated January 7, 2025 (the "Arrangement Agreement") that will seek to redefine the landscape of healthy and functional beverages. This proposed strategic acquisition (the "Transaction") looks to bring together Safety Shot's innovative wellness solutions with Yerbaé's popular line of plant-based energy drinks, adding a company that generated approximately $12 million of revenue in fiscal year 2023 and creating a powerful platform for potential accelerated growth and market leadership.
亚利桑那州斯科茨代尔--(资讯 CORP - 2025年1月8日)- Safety Shot, Inc.(纳斯达克:SHOT)("SHOT","Safety Shot",或"公司"),一家健康和膳食补充剂公司,以及Yerbaé Brands Corp.(TSXV:YERb.U)(OTCQX:YERBF)("Yerbaé"),一家植物基础能量饮料公司,今天宣布签署了一份于2025年1月7日生效的终止安排协议("安排协议"),旨在重新定义健康和功能性饮料的市场。这项提议的战略收购("交易")旨在将Safety Shot的创新健康解决方案与Yerbaé受欢迎的植物基础能量饮料系列结合起来,增加了一家在2023财政年度产生约1200万营业收入的公司,并为潜在的快速增长和市场领导地位创造了强大平台。
A Complementary Partnership for Growth
为了增长的互补合作伙伴关系
Yerbaé, founded in 2017 by Todd and Karrie Gibson, is a rapidly growing brand that has captured the attention of health-conscious consumers with its clean, simple, and delicious plant-based energy beverages. With approximately $12 million in revenue for its fiscal year ending 2023 against $5.9 million in cost of sales, Yerbaé has demonstrated its ability to resonate with a large and expanding market seeking healthier alternatives to traditional energy drinks. Yerbaé's beverages are specifically formulated to provide a more refreshing taste than coffee, with added benefits compared to existing sodas and sparkling waters, and healthier ingredients than traditional energy drinks. Yerbaé's product line aligns with a variety of healthy lifestyles, including non-GMO, Keto, Vegan, Kosher, Paleo, and gluten-free diets.
Yerbaé成立于2017年,由Todd和Karrie Gibson创办,作为一个快速增长的品牌,它以其干净、简单和美味的植物基能量饮料吸引了健康意识强的消费者。Yerbaé在2023财年的营业收入约为1200万,销售成本为590万,展示了其在寻求更健康的传统能量饮料替代品的广大市场中产生共鸣的能力。Yerbaé的饮品特别配制,提供比咖啡更清爽的口感,相较于现有的汽水和气泡水具有额外的益处,以及比传统能量饮料更健康的成分。Yerbaé的产品系列适应各种健康生活方式,包括非转基因、酮、素食、犹太洁食、古饮食和无麸质饮食。
"We believe that this acquisition could be a significant revenue catalyst for Safety Shot on top of an expected revenue growth rate of 50% expected in Q4, versus Q3," said John Gulyas, Chairman of SHOT. "We believe Yerbaé's impressive growth and established presence in the plant-based beverage market, generating approximately $12 million in revenue in fiscal year 2023, could be instrumental in driving our potential growth."
"我们相信这项收购可能会成为Safety Shot的重大营业收入催化剂,再加上预计在第四季度的营业收入增长率为50%,相较于第三季度," SHOt董事会主席John Gulyas说。"我们认为Yerbaé在植物基饮料市场的令人印象深刻的增长和已建立的影响力,预计在2023财政年度产生约1200万的营业收入,可能在推动我们的潜在增长中发挥重要作用。"
Todd Gibson, Chief Executive Officer of Yerbaé, added, "We are thrilled to join forces with Safety Shot and leverage their expertise and resources to potentially accelerate our growth. We believe that the Transaction will provide us with access to new distribution channels, expanded marketing capabilities, and valuable synergies that will look to benefit both brands."
Yerbaé的首席执行官Todd Gibson补充说:“我们非常高兴能够与Safety Shot携手合作,利用他们的专业知识和资源来加速我们的增长。我们相信,这项交易将为我们提供新的分销渠道、拓展的营销能力以及有价值的协同效应,旨在使两个品牌受益。”
Compelling Strategic and Financial Benefits
引人注目的战略和财务利益
1. Leveraging Yerbaé's Robust Distribution and Customer Relationships
1. 利用Yerbaé强大的分销和客户关系
Yerbaé has established a strong network of distribution channels and deep customer relationships across multiple regions. By merging with SHOT, we believe Yerbaé's proven ability to penetrate retail markets can be extended to SHOT's product lines, potentially driving greater visibility and availability for both companies' beverages. We believe that this could create a platform for rapid market expansion, increased sales velocity, and a broader consumer base.
Yerbaé在多个地区建立了强大的分销渠道网络和深厚的客户关系。通过与SHOT合并,我们相信Yerbaé在零售市场的渗透能力可以扩展到SHOT的产品线,可能为两家公司饮料的可见性和可用性带来更大的提升。我们相信这能为快速市场扩展、增加销售速度和更广泛的消费者基础创造平台。
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Sales and Distribution Value for Public Markets:
If the Transaction is consummated, SHOT will gain immediate access to Yerbaé's well-established retail partnerships, including key grocery, convenience, and specialty store channels, which could accelerate product placement and consumer adoption.
Yerbaé's distribution partners are expected to provide SHOT with access to high-volume markets where demand for functional and energy beverages is growing rapidly.
Cross-leveraging Yerbaé's strong customer relationships is expected to enable SHOT to tap into Yerbaé's existing retail programs and promotional initiatives, which could potentially reduce the time-to-market for SHOT's product lines.
The Transaction supports shared logistics and supply chain efficiencies, which could optimize distribution costs and improve margins for both Yerbaé and SHOT.
We believe that Yerbaé's expertise in launching and scaling products can be applied to SHOT's product lines, which could enhance their visibility and growth trajectory in both the U.S. and Canada.
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公共市场的销售和分销价值:
如果交易成功,SHOT将立即获得Yerbaé已经建立的零售合作伙伴关系,包括关键的杂货店、便利店和专卖店渠道,这将加速产品的入驻和消费者的采纳。
Yerbaé的分销合作伙伴预计将为SHOT提供进入高销量市场的机会,而这些市场对功能性和能量饮料的需求正在迅速增长。
借助Yerbaé强大的客户关系,预计将使SHOT能够利用Yerbaé现有的零售项目和推广计划,这可能会缩短SHOT产品线的上市时间。
此次交易支持共享物流和供应链效率,这可能会优化Yerbaé和SHOT的Distribution成本并改善利润率。
我们相信,Yerbaé在推出和扩展产品方面的专业知识可以应用于SHOT的产品线,这可以增强他们在美国和加拿大的知名度和增长轨迹。
2. Synergies Between Yerbaé's Robust Supply Chain and SHOT's Emerging Supply Chain
2. Yerbaé强大的供应链与SHOT新兴供应链之间的协同效应
The Transaction brings together Yerbaé's well-developed, scalable supply chain with SHOT's emerging supply chain capabilities, which are expected to create significant operational synergies:
此次交易将Yerbaé发达的可扩展供应链与SHOT的新兴供应链能力结合在一起,预计将产生显著的运营协同效应:
Optimization of Resources: Yerbaé's established supplier relationships and logistics infrastructure can help streamline SHOT's procurement processes, reducing costs and improving efficiency.
Scalability: SHOT is expected to benefit from Yerbaé's ability to scale production quickly to meet increased demand, ensuring timely fulfillment of larger orders and facilitating market expansion.
Improved Logistics: Combining supply chain networks will seek to enhance distribution coverage, minimize delivery lead times, and potentially allow for better inventory management across markets.
Innovation in Sourcing: Yerbaé's supply chain expertise can help SHOT implement best practices in sourcing sustainable and high-quality ingredients, supporting both companies' growth ambitions and brand positioning.
Shared Efficiencies: The Transaction is expected to enable shared warehousing, transportation, and fulfillment resources, which could drive down operational costs.
资源优化:Yerbaé建立的供应商关系和物流基础设施可以帮助精简SHOT的采购流程,从而降低成本并提高效率。
可扩展性:SHOT预计将受益于Yerbaé快速扩大生产能力以满足增长的需求,确保及时完成较大订单并促进市场扩张。
改善物流:整合供应链网络将旨在增强分销覆盖范围,缩短交货时间,并可能改善市场间的库存管理。
采购创新:Yerbaé的供应链专业知识可以帮助SHOT实施可持续和高质量成分的最佳采购实践,从而支持两家公司的增长愿景和品牌定位。
共享效率:此次交易预计将实现共享仓储、运输和履约资源,从而降低运营成本。
3. Supercharging Product Portfolios
3. 超级充电产品组合
The Transaction brings together two innovative beverage portfolios with distinct market appeal. We believe that Yerbaé's functional beverages and SHOT's targeted energy drink products complement one another, creating opportunities for cross-promotion and bundling strategies. Together, the combined company hopes to be positioned to meet diverse consumer demands for healthier, functional, and performance-based beverages.
此次交易将两个具有独特市场吸引力的创新饮料产品组合结合在一起。我们相信,Yerbaé的功能性饮料和SHOT的定向能量饮料产品相辅相成,创造交叉推广和捆绑策略的机会。合并后的公司希望能够迎合消费者对更健康、功能性和基于表现的饮料的多样化需求。
4. Fostering a Robust Pipeline of Innovation
4. 促进强大的创新管道
Both Yerbaé and SHOT have demonstrated a strong commitment to innovation, with a robust pipeline of new product concepts that align with evolving consumer trends:
Yerbaé和SHOT都表现出对创新的强烈承诺,拥有与不断变化的消费者趋势相一致的新产品概念的强大管道:
Accelerated Product Development: The Transaction will look to streamline research and development processes, potentially allowing for faster innovation and more efficient product launches.
Shared Expertise: Yerbaé's experience in developing functional beverages and SHOT's expertise in targeted energy drinks will strive to foster collaborative innovation, driving new product ideas and formulations.
Market Responsiveness: By leveraging shared insights and resources, the combined entity intends to be well-positioned to respond quickly to changing consumer preferences and market demands.
Innovation at Scale: The merged company will strive to ensure greater investment in product development, potentially driving long-term growth through an innovative and differentiated product pipeline.
加速产品开发:此次交易将力求简化研究和开发流程,可能允许更快的创新和更高效的产品发布。
共享专业知识:Yerbaé在开发功能性饮料方面的经验和SHOT在定向能量饮料领域的专业知识将努力促进协作创新,推动新产品创意和配方。
市场响应能力:通过利用共享的洞察和资源,合并后的实体打算能够快速响应不断变化的消费者偏好和市场需求。
规模化创新:合并后的公司将努力确保对产品开发的更大投资,可能通过一个创新和差异化的产品管道推动长期增长。
5. Significant Cost Savings Across the System
5. 系统内显著的成本节约
The Transaction intends to deliver meaningful cost savings through operational efficiencies and the consolidation of key external functions:
该交易意在通过运营效率和关键外部职能的整合来实现有意义的成本节约:
Streamlined Professional Services: Combining efforts under one auditor and one legal team will look to significantly reduce administrative costs.
Team Synergies: The integration of sales, distribution, finance, and operations teams are expected to allow for improved collaboration, reduced redundancies, and cost savings across the system.
External Supplier Efficiencies: The combined entity intends to leverage economies of scale when negotiating with external suppliers, which could potentially reduce costs for procurement, packaging, and logistics.
Operational Excellence: Shared processes and infrastructure may enhance cost efficiency across the supply chain, potentially creating long-term savings and improving margins.
精简专业服务:将工作整合在一个审计师和一个法律团队下,旨在显著降低管理成本。
团队协同:销售、分销、财务和运营团队的整合预计将促进协作,减少冗余,并在全系统范围内实现成本节约。
外部供应商效率:合并实体意在在与外部供应商谈判时利用规模经济,从而可能降低采购、包装和物流的成本。
运营卓越:共享的流程和基础设施可能增强供应链的成本效率,从而潜在地产生长期节约并改善利润率。
6. The Power of Yerbaé's Experienced Team
6. Yerbaé经验丰富团队的力量
Yerbaé's leadership team has a track record of executing growth strategies and navigating competitive beverage markets. We believe that their expertise in product development, branding, and scaling distribution could be instrumental in integrating SHOT's operations and realizing the full potential of the combined entity. This leadership will look to drive operational efficiencies, improve margins, and accelerate growth.
Yerbaé的领导团队在执行增长策略和应对竞争饮料市场方面拥有良好的业绩记录。我们相信,他们在产品开发、品牌建设和规模化分销方面的专业知识将对整合SHOT的运营和实现合并实体的全部潜力起到关键作用。该领导层将致力于推动运营效率,改善利润率,accelerate增长。
7. Market Positioning and Global Growth Potential
7. 市场定位和全球增长潜力
The Transaction is intended to create a stronger, more diversified beverage company with a presence in both Canadian and U.S. markets. We believe that this dual-market access enhances the combined company's ability to scale internationally, capitalize on emerging trends in functional and energy beverages, and attract institutional and retail investors across borders.
本次交易旨在创建一家更强大、更具多元化的饮料公司,航点不仅在加拿大和美国市场。我们相信,这种双市场接入增强了合并公司在国际市场扩张的能力,能够利用功能性饮料和能源饮料的新兴趋势,并吸引跨境的机构和零售投资者。
Enhancing Shareholder Value Through Strategic Acquisition
通过战略收购提升股东价值
The Transaction marks a significant milestone for Safety Shot, building on a year of notable achievements, including:
此次交易标志着Safety Shot的重要里程碑,基于一年来的显著成就,包括:
Securing major new distribution deals with 7-Eleven corporate stores in the Chicagoland area, multiple convenience store chains across the US, and major grocery chains;
Launching innovative product formats like Sure Shot in 4-ounce bottles and on-the-go stick packs;
Forming key partnerships with companies like KeHE Distributors and Capital Drugs;
Achieving positive clinical trial results confirming the reduction of blood alcohol content in study participants;
Successfully raising capital to fuel further growth; and
Rebranding its flagship product from "Safety Shot" to "Sure Shot."
与7-Eleven在芝加哥地区的公司门店、美国多个便利店连锁以及主要杂货连锁签署重要的新分销协议;
推出4盎司瓶装和随身携带的棒状包装等创新产品格式;
与KeHE分销商和Capital Drugs等公司建立关键合作伙伴关系;
获得积极的临床试验结果,确认参与者的血液酒精浓度减少;
成功筹集资金以推动进一步增长;和
将其旗舰产品的品牌从“安全饮料”更名为“确保饮料”。
These achievements have contributed to the Company's strong momentum and an anticipated 50% revenue growth in the fourth quarter. Additionally, Safety Shot expanded its e-commerce presence on platforms like Walmart.com and Amazon, announced its intention to focus on business-to-business (B2B) sales, and mentioned plans to expand into international markets, specifically Canada, in 2025.
这些成就为公司的强劲势头做出了贡献,预计第四季度营业收入增长50%。此外,安全饮料在沃尔玛.com和亚马逊等平台上扩大了其电子商务存在,宣布其专注于企业对企业(B2B)销售的意图,并提到计划在2025年扩展到国际市场,特别是加拿大。
Leadership & Integration
领导与整合
The combined company will be led by an experienced management team with deep expertise in the wellness and beverage industries. The integration process will be carefully managed to ensure a smooth transition. Safety Shot's existing management team will continue to lead the company, with Yerbaé's leadership team assuming secondary management roles.
合并后的公司将由一支在健康和饮料行业拥有深厚专长的经验丰富的管理团队领导。整合过程将仔细管理,以确保平稳过渡。安全饮料的现有管理团队将继续领导公司,而Yerbaé的领导团队将在管理中承担辅助角色。
Market Opportunity
市场机会
The global plant-based energy beverage market is growing rapidly, driven by demand for healthier and more sustainable alternatives to traditional energy drinks. We believe that this Transaction positions Safety Shot to capitalize on this trend and potentially secure a substantial market share. The global plant-based energy drink market is projected to grow at a compound annual growth rate ("CAGR") of 6.7% from 2024 to 2033, reaching a value of $10.5 billion by 2033 (Source: Market.us). The global wellness market is expected to grow at a CAGR of 9.9% from 2020 to 2025, reaching a value of $7 trillion by 2025 (Source: Global Wellness Institute).
全球植物基能量饮料市场正在快速增长,主要受对比传统能量饮料更健康、更可持续的替代品需求的驱动。我们相信这项交易使Safety Shot能够利用这一趋势,并有可能获得可观的市场份额。预计全球植物基能量饮料市场在2024年至2033年间的年均复合增长率("CAGR")将达到6.7%,到2033年将达到105亿的价值(来源:Market.us)。全球健康市场预计在2020年至2025年间的年均复合增长率为9.9%,到2025年将达到7万亿的价值(来源:全球健康研究所)。
Transaction Overview
交易概览
Pursuant to the terms of the Arrangement Agreement, at the effective time of the arrangement (the "Effective Time"), all of the common shares (each, a "Yerbaé Share") of Yerbaé then issued and outstanding immediately prior to the Effective Time (including the Yerbaé Shares to be issued on the settlement of all of the performance share units and restricted share units of Yerbaé, which will be settled immediately prior to the Effective Time) will be acquired by the Company in consideration for the right to receive an aggregate of 20,000,000 shares of common stock (each, a "SHOT Share") of the Company, translating into a basic equity value of $15.2 million and an enterprise value of $19.7 million respectfully. Post closing of the Transaction, SHOT shareholders are expected to own approximately 75.8% and former holders of the Yerbaé Shares are expected to own approximately 24.2% of the combined company.
根据安排协议的条款,在安排的生效时间("生效时间")时,所有已发行并在生效时间之前立即流通的Yerbaé普通股(每股称为"Yerbaé股份")将被公司收购,作为交换将获得总计20,000,000股公司普通股(每股称为"SHOt股份"),对应的基本股权价值为1520万美元,企业价值为1970万美元。交易完成后,SHOt股东预计将拥有约75.8%的股份,前Yerbaé股份持有者预计将拥有约24.2%的股份。
The Transaction will be effected by way of a plan of arrangement pursuant (the "Plan of Arrangement") to the Business Corporations Act (British Columbia). Under the terms of the Arrangement Agreement, SHOT will acquire all of the issued and outstanding Yerbaé Shares, with each holder of Yerbaé Shares expected to receive 0.2918 of a SHOT Share for each Yerbaé Share held, implying a current market price per Yerbaé Share of US$0.76, based on the closing share price of the SHOT Shares on January 6, 2025. Each outstanding Yerbaé restricted share unit and performance share unit is expected to have its vesting accelerated and be settled for Yerbaé Shares immediately prior to the completion of the Transaction. Each option (each, a "Replaced Option") to purchase common shares of Yerbaé outstanding immediately prior to the Effective Time (whether or not vested) will be deemed to be exchanged for an option (each, a "Replacement Option") entitling the holder to purchase shares of common stock of the Company. The number of shares of common stock of the Company underlying each Replacement Option will equal the number of common shares of Yerbaé underlying the Replaced Option multiplied by the applicable exchange ratio. The exercise price of each Replacement Option will equal the exercise price of the corresponding Replaced Option divided by the exchange ratio and each Replacement Option will be fully vested. In accordance with the respective terms of Yerbaé's outstanding warrants and debentures, the terms of each warrant and debenture of Yerbaé will entitle the holder thereof to receive, upon exercise or conversion, as applicable, in substitution for the number of Yerbaé common shares subject to such warrant or debenture, a number of shares of Company common stock.
该交易将通过依据《商业公司法案》(不列颠哥伦比亚省)的计划安排("计划安排")方式进行。根据安排协议的条款,SHOt将收购所有已发行且流通的Yerbaé股份,预计每位Yerbaé股份持有者将获得每持有一股Yerbaé股份对应0.2918股SHOt股份,基于2025年1月6日SHOt股份收盘价,暗示每股Yerbaé股份的当前市场价格为0.76美元。每个未结算的Yerbaé限制性股份单位和业绩股份单位预计将在交易完成前加速归属并以Yerbaé股份的形式结算。每个选择权(每个称为"替代选择权")在生效时间之前立即流通的Yerbaé普通股购买权(无论是否归属)将被视为交换为一个选择权(每个称为"替代选择权"),使持有人有权购买公司普通股。每个替代选择权所对应的公司普通股数量将等于所述替代选择权下的Yerbaé普通股数量乘以适用的兑换比例。每个替代选择权的行权价将等于相应替代选择权的行权价除以兑换比例,且每个替代选择权将完全归属。根据Yerbaé未结算的认股权证和债券的相关条款,Yerbaé的每个认股权证和债券条款将使持有人在行使或转换时,有权获得相应数量的公司普通股,作为对该认股权证或债券所涉及的Yerbaé普通股数量的替代。
The Transaction is expected to close in the second quarter of 2025, subject to satisfying certain customary closing conditions, including: (i) the receipt of approvals from both SHOT's and Yerbaé's shareholders; (ii) the issuance of interim and final orders by the Supreme Court of British Columbia; (iii) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement; (iv) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or delay the completion of the Arrangement; (v) the approval by the TSX Venture Exchange ("TSXV"); (vi) the approval of the listing of the SHOT Shares by Nasdaq; (vii) the exemption of the issuance of the SHOT Shares from the registration requirements of the Securities Act of 1933, as amended (the "U.S. Securities Act"), pursuant to Section 3(a)(10) thereof; (viii) that the representations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to certain materiality qualifiers) and (ix) that the other party will have complied in all material respects with its covenants in the Arrangement Agreement, among other customary closing conditions for a transaction of this nature and size.
The Transaction is expected to close in the second quarter of 2025, subject to satisfying certain customary closing conditions, including: (i) the receipt of approvals from both SHOT's and Yerbaé's shareholders; (ii) the issuance of interim and final orders by the Supreme Court of British Columbia; (iii) the absence of any law or order prohibiting, rendering illegal or permanently enjoining the consummation of the Arrangement; (iv) the obtainment of any regulatory approvals required in connection with the Plan of Arrangement, except for such approvals the failure of which to obtain would not reasonably be expected to have a material adverse effect on the parties or would not materially impede or delay the completion of the Arrangement; (v) the approval by the TSX Venture Exchange ("TSXV"); (vi) the approval of the listing of the SHOt Shares by Nasdaq; (vii) the exemption of the issuance of the SHOt Shares from the registration requirements of the Securities Act of 1933, as amended (the "U.S. Securities Act"), pursuant to Section 3(a)(10) thereof; (viii) that the representations of the other party in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and the Effective Time (subject to certain materiality qualifiers) and (ix) that the other party will have complied in all material respects with its covenants in the Arrangement Agreement, among other customary closing conditions for a transaction of this nature and size.
Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé; (ii) that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not less than 40.1% of the issued and outstanding Yerbaé Shares no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerbaé shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the Yerbaé Shares then outstanding.
Additionally, the obligation of the Company to consummate the Arrangement is subject to the satisfaction or waiver of the following conditions, among others: (i) that there will not have occurred during the Interim Period any material adverse effect with respect to Yerbaé; (ii) that the Company shall have received Support Agreements (as defined below) from certain shareholders of Yerbaé representing not less than 40.1% of the issued and outstanding Yerbaé Shares no later than 30 days following the date of the Arrangement Agreement (and such shareholders shall not have breached their obligations or covenants thereunder in any material respect as of the Effective Time); and (iii) that the Yerbaé shareholders shall have not validly exercised and not withdrawn dissent rights with respect to more than 5% of the Yerbaé Shares then outstanding.
The obligation of Yerbaé to consummate the Arrangement is also conditioned upon (i) the Company appointing Todd Gibson to the board of directors of Shot (the "SHOT Board") as of the Effective Time and (ii) that there will not have occurred during the Interim Period any material adverse effect with respect to the Company.
Yerbaé完成安排的义务还取决于(i) 公司在生效时间将Todd Gibson任命为Shot董事会("SHOt Board")成员,及(ii) 在过渡期间未发生对公司存在重大不利影响。
The Arrangement Agreement also contains customary representations, warranties and covenants made by Safety Shot and Yerbaé, including covenants that both parties will during the period between the date of the execution of the Arrangement Agreement and the Effective Time (the "Interim Period"), in all material respects, conduct their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other party, in each case, subject to certain exceptions and qualifications.
安排协议还包含Safety Shot和Yerbaé所作的惯例陈述、担保和契约,包括双方在安排协议签署之日与生效时间之间("过渡期间"),在所有重要方面,按照以往做法正常开展各自的业务,并在未经对方事先书面同意的情况下,避免采取某些特定行动,具体包括某些例外和限制。
Implementation of the Transaction is subject to the approval of at least (i) two-thirds (66 2/3%) of the votes cast by the holders of the Yerbaé Shares present in person or represented by proxy at the meeting of holders of Yerbaé Shares held to consider the Transaction, voting as a single class; (ii) if required pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the approval of the majority of the votes cast by the holder of the Yerbaé Shares, excluding the votes of shareholders whose votes are required to be excluded for the purposes of "minority approval" pursuant to MI 61-101; and (iii) the affirmative vote of a majority of the votes cast by the SHOT stockholders present in person or represented by proxy at the meeting of holders of SHOT stockholders to consider the Transaction.
交易的实施需经出席会议并亲自或通过代理人代表的Yerbaé股份持有者的三分之二(66 2/3%)投票表决通过(i);(ii)如根据《多边工具61-101 - 特殊交易中对少数股东的保护》("MI 61-101")要求,需获得Yerbaé股份行使投票权的多数持有者的投票批准,不包括根据MI 61-101排除的股东投票;(iii)需获得出席会议并亲自或通过代理人代表的SHOt股东投票的多数赞成,方能考虑该交易。
The Transaction has been unanimously approved by the boards of directors of Yerbaé (the "Yerbaé Board") and SHOT. The Yerbaé Board has unanimously determined, after receiving financial and legal advice along with the Yerbaé Fairness Opinion (as defined below), that the Transaction is in the best interests of Yerbaé and is fair to the Yerbaé shareholders and the Yerbaé Board recommends that the Yerbaé shareholders vote in favor of the Transaction. The SHOT Board has, after receiving financial and legal advice along with the SHOT Fairness Opinion (as defined below), recommends that the SHOT shareholders vote in favor of the Transaction.
交易已获得Yerbaé(\"Yerbaé Board\")和SHOt的董事会一致批准。Yerbaé董事会在接受财务和法律建议,以及Yerbaé公平意见书(以下定义)后,一致认为该交易符合Yerbaé的最佳利益,对Yerbaé股东公平,并推荐Yerbaé股东投票支持该交易。SHOt董事会在接受财务和法律建议,以及SHOt公平意见书(以下定义)后,建议SHOt股东投票支持该交易。
Evans & Evans, Inc. provided the Yerbaé Board with a fairness opinion, dated December 30, 2024, to the effect that, as of the date of such opinion, the consideration payable pursuant to the Transaction is fair, from a financial point of view, to the Yerbaé Shareholders, in each case, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinions (the "Yerbaé Fairness Opinion"). Newbridge Securities Corporation provided the SHOT Board with an oral opinion, dated January 7, 2025, to the effect that, as of the date of such opinion, the consideration being offered by SHOT to the Yerbaé shareholders pursuant to the Transaction, is fair, from a financial point of view, to the SHOT shareholders, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinion (the "SHOT Fairness Opinion").
Evans & Evans, Inc. 向Yerbaé董事会提供了一份公正意见,日期为2024年12月30日,内容表明,截至该意见日期,根据该交易应支付的对价在财务上对Yerbaé股东而言是公平的,具体依据和受制于该意见中列出的各自假设、限制、资格和其他事项("Yerbaé公正意见")。Newbridge证券公司向SHOt董事会提供了一份口头意见,日期为2025年1月7日,内容表明,截至该意见日期,SHOt根据交易向Yerbaé股东提供的对价在财务上对SHOt股东而言是公平的,具体依据和受制于该意见中列出的各自假设、限制、资格和其他事项("SHOt公正意见")。
Upon closing of the Transaction, SHOT intends to cause the Yerbaé Shares to cease to be listed on the TSXV and to cause Yerbaé to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
在交易完成后,SHOt打算使Yerbaé股票不再在TSXV上市,并促使Yerbaé提交申请,以根据适用的加拿大证券法不再作为报告发行人。
A more complete description of the terms of and conditions of the Transaction and related matters will be included in a current report on Form 8-K to be filed by each of SHOT and Yerbaé respectively with the U.S. Securities and Exchange Commission ("SEC") and the applicable Canadian securities commissions (collectively, the "Commissions") on SEDAR+. A copy of the Arrangement Agreement will be an exhibit to the Form 8-Ks. All parties desiring details regarding the terms and conditions of the proposed transaction are urged to review the Form 8-Ks, and the exhibits attached thereto, which will be available on the SEC's website found at www.sec.gov and on the Commission's website at .
关于交易的条款和条件及相关事项的更完整说明将包含在每个SHOT和Yerbae分别向美国证券交易委员会("SEC")和适用的加拿大证券委员会(统称"委员会")提交的当前报告Form 8-K中,报告将在SEDAR+上发布。安排协议的副本将作为Form 8-K的附录。所有希望了解拟议交易条款和条件的各方均被敦促查阅Form 8-K及其附带的附录,报告将在SEC的网站www.sec.gov以及委员会的网站上提供。
At the time of closing of the Transaction, none of the SHOT Shares or any other securities to be issued pursuant to the Transaction will have been registered under the U.S. Securities Act, or any U.S. state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
在交易结束时,SHOt股份或任何其他将在交易中发行的证券都未在美国证券法或任何美国州证券法下注册,任何在交易中可发行的证券预计将依赖于根据美国证券法第3(a)(10)节和适用州证券法的登记要求豁免进行发行。本新闻稿不构成出售任何证券的要约或购买任何证券的邀请。
Unlocking Value for Shareholders
为股东解锁价值
"The Transaction is about more than just two companies coming together; it's about creating a new force in the wellness and beverage sector," said SHOT CEO Jarrett Boon. "We are bringing together the best of both worlds-Safety Shot's expertise in wellness solutions and Yerbaé's strength in plant-based beverages-to create a company with significant potential."
"这项交易不仅仅是两家公司合并; 而是为了在健康和饮料板块创造一种新的力量," SHOt首席执行官Jarrett Boon说道。"我们正在将两方面的最佳结合在一起- Safety Shot在健康解决方案方面的专业知识和Yerbaé在植物基饮料方面的实力,以创建一个具有巨大潜力的公司。"
This strategic Transaction looks to creates a powerhouse in the wellness and beverage industry. We believe that Safety Shot will benefit from Yerbaé's established presence in the natural and organic foods sector, gaining access to new markets and retail channels. We expect that Yerbaé's robust distribution network will accelerate product placement and consumer adoption for both companies' beverages, potentially allowing for rapid market expansion.
此次战略交易旨在打造一个健康和饮料行业的强大企业。我们相信,安全饮品将从Yerbaé在天然和有机食品领域的成熟存在中受益,获得进入新市场和零售渠道的机会。我们预计,Yerbaé强大的分销网络将加速两个公司的饮料的产品投放和消费者接受,可能实现快速的市场扩展。
The Transaction also seeks to strengthen Safety Shot's financial position. We expect that Yerbaé's anticipated annual revenue could boost Safety Shot's top line results. Furthermore, it diversifies Safety Shot's product offerings, creating a more robust and resilient business model.
该交易还旨在加强安全饮品的财务状况。我们预计,Yerbaé预期的年营业收入可能提升安全饮品的整体业绩。此外,它还使安全饮品的产品种类多样化,创造了一个更强大和更具韧性的商业模式。
Yerbaé also benefits significantly from the Transaction. By joining forces with Safety Shot, Yerbaé gains access to potential growth capital and resources, enabling it to expand its operations, marketing efforts, and product development initiatives. The combined company is expected to leverage the expertise of both teams, including Yerbaé's experienced leadership with a proven track record in the beverage industry, to drive product innovation and development.
Yerbaé也从此次交易中显著受益。通过与安全饮品联手,Yerbaé获得了潜在的增长资本和资源,使其能够扩展运营、市场营销和产品开发的努力。预计合并后的公司将利用双方团队的专业知识,包括Yerbaé在饮料行业拥有成功记录的经验丰富的领导力,以推动产品创新和开发。
Creating a More Efficient and Profitable Organization
创建一个更高效和盈利的组织
The Transaction is expected to generate favorable synergies and cost savings through the integration of operations, supply chains, and marketing efforts. By leveraging the combined company's scale and expertise, Safety Shot anticipates achieving greater efficiency and profitability. This includes streamlining manufacturing and distribution processes, optimizing marketing and sales initiatives, leveraging combined purchasing power, and eliminating redundant overhead expenses.
此次交易预计将通过整合运营、供应链和营销工作产生有利的协同效应和成本节约。安全射击公司预计通过利用合并后的公司规模和专业知识,实现更高的效率和盈利能力。这包括简化制造和分销流程,优化市场营销和销售计划,利用合并后的采购能力,以及消除冗余的间接费用。
Positioned for a Bright Future
面向辉煌明天
The combined company intends to be well-positioned to capitalize on the growing global market for healthy and functional beverages. With a diversified product portfolio, strong distribution network, and a shared commitment to innovation, Safety Shot and Yerbaé are poised to become a driving force in the wellness and beverage industry. The Transaction marks a significant step forward for both companies, unlocking exciting potential opportunities for growth, innovation, and long-term value creation for shareholders.
合并后的公司打算很好地利用不断增长的全球健康和功能性饮料市场。凭借多样化的产品组合、强大的分销网络以及对创新的共同承诺,安全射击公司和Yerbaé有望成为健康和饮料行业的推动力量。此次交易标志着两家公司向前迈出的重要一步,为股东解锁令人兴奋的增长、创新和长期价值创造的潜在机会。
About Safety Shot, Inc.
关于安全饮料公司。
Safety Shot, Inc., a wellness and dietary supplement company, has developed Sure Shot, the first patented wellness product on Earth that lowers blood alcohol content by supporting its metabolism, while boosting clarity, energy, and overall mood. Sure Shot is available for purchase online at , and Amazon. The Company is introducing business-to-business sales of Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.
安全射击公司是一家健康和膳食补充剂公司,开发了Sure Shot,这是地球上第一个专利健康产品,可以通过支持其代谢来降低血液酒精含量,同时提升清晰度、能量和整体情绪。Sure Shot可在网上和亚马逊上购买。该公司计划在2025年向分销商、零售商、餐厅和酒吧推出Sure Shot的商业销售。
Yerbaé Brands Corp.
Yerbaé Brands Corp.
Yerbaé Brands Corp., (TSXV: YERB.U) (OTCQX: YERBF) makes great-tasting energy beverages with yerba mate and other premium, plant-based ingredients. All Yerbaé energy beverages are zero calorie, zero sugar, non-GMO, vegan, kosher, keto-friendly, paleo-approved, gluten-free and diabetic-friendly. Founded in Scottsdale, AZ in 2017, Yerbaé seeks to disrupt the energy beverage marketplace by offering a no-compromise energy solution, with input and support from its recently announced Yerbaé Advisory Board, Sports and Entertainment. Find us @DrinkYerbae on Instagram, Facebook, Twitter/X and TikTok, or online at . For more information regarding Yerbaé's financial results, refer to Yerbaé's annual audited financial statements for the fiscal year ended December 31, 2023 and Yerbaé's interim unaudited financial statements for the nine months ended September 30, 2024, which are filed on SEDAR+ at under Yerbaé's profile.
Yerbaé Brands Corp.(TSXV:YERb.U)(OTCQX:YERBF)生产美味的能量饮料,主要成分是马黛茶和其他优质植物成分。所有Yerbaé能量饮料均为零卡路里、零糖、非转基因、素食、犹太洁食、适合生酮、经过古饮食批准、不含麸质且适合糖尿病患者。Yerbaé成立于2017年,总部设在亚利桑那州斯科茨代尔,旨在通过提供无妥协的能量解决方案来颠覆能量饮料市场,并得到其新成立的Yerbaé咨询委员会、体育和娱乐的支持。可以在Instagram、Facebook、Twitter/X和TikTok上找到我们,用户名为@DrinkYerbae,或访问我们的官方网站以获取更多信息。有关Yerbaé财务结果的更多信息,请参考Yerbaé截至2023年12月31日的财政年度的年度审计财务报表和截至2024年9月30日的九个月的临时未审核财务报表,这些报表已在SEDAR+上以Yerbaé的档案提交。
Advisors
顾问
Maxim Group LLC is serving as the exclusive financial advisor to Safety Shot in connection with the merger. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as legal counsel to Safety Shot in connection with the merger and Cozen O'Connor LLP is serving as legal counsel to Yerbaé.
Maxim Group LLC作为Safety Shot在并购中的独家财务顾问。Mintz, Levin, Cohn, Ferris, Glovsky和Popeo, P.C.是Safety Shot的法律顾问,Cozen O'Connor LLP是Yerbaé的法律顾问。
Additional Information and Where to Find It
更多信息及获取方式
In connection with the proposed Transaction, Safety Shot and Yerbaé plan to file or cause to be filed relevant materials in the United States with the SEC and in Canada with the applicable Commissions on Sedar+, including a joint proxy statement and other relevant documents relating to the proposed transaction. This communication is not a substitute for the joint proxy statement or any other document that the Company or Yerbaé may file with the SEC, the Commissions or send to their security holders in connection with the transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND YERBAÉ ARE URGED TO READ THESE MATERIALS, INCLUDING THE JOINT PROXY STATEMENT, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT YERBAÉ, THE COMPANY, THE TRANSACTION, AND RELATED MATTERS. The joint proxy statement and other relevant materials (when they become available), and any other documents filed by the Company or Yerbae with the SEC or the Commissions, may be obtained free of charge at the SEC website at www.sec.gov or . In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Safety Shot, Inc., 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 or to Yerbae Brands Corp., 18801 N Thompson Peak Pkwy, Suite 380, Scottsdale, AZ 85255. Investors and security holders are urged to read the joint proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.
关于拟议交易,Safety Shot 和 Yerbaé 计划在美国向证券交易委员会(SEC)以及在加拿大向相应的委员会提交相关材料,并在 Sedar+ 上发布,包括联合代理声明和与拟议交易相关的其他相关文件。此通信不能替代公司或 Yerbaé 可能与 SEC、委员会或其股东就该交易提交的联合代理声明或任何其他文件。在作出任何投票决定之前,强烈建议公司的投资者和股东仔细阅读这些材料,包括联合代理声明,待其可用时,因为其中将包含有关 Yerbaé、公司、交易及相关事项的重要信息。联合代理声明及其他相关材料(待其可用时)以及公司或 Yerbaé 向 SEC 或委员会提交的任何其他文件,可以在 SEC 网站 www.sec.gov 上免费获取。此外,投资者和股东可以通过书面请求向以下地址索取公司向 SEC 提交的文件的免费副本:Safety Shot, Inc., 1061 E. Indiantown Rd., Ste. 110, Jupiter, FL 33477 或 Yerbae Brands Corp., 18801 N Thompson Peak Pkwy, Suite 380, Scottsdale, AZ 85255。在作出与拟议交易相关的任何投票或投资决策之前,强烈建议投资者和股东在材料可用时阅读联合代理声明及其他相关材料。
Participants in the Solicitation
征求函参与者
The Company, Yerbaé and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the transaction. The Company's and Yerbaé's stockholders and other interested persons may obtain, without charge, more detailed information (i) regarding the directors and executive officers of the Company in the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2024, its definitive proxy statement on Schedule 14A relating to its 2024 Annual Meeting of Stockholders filed with the SEC on June 24, 2024 and other relevant materials filed with the SEC when they become available; and (ii) regarding Yerbaé's directors and executive officers in Yerbaé's Form 10 filed with the SEC on July 19, 2024 and other relevant materials filed with the SEC when they become available. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies in connection with the transaction will be set forth in the joint proxy statement for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the joint proxy statement that the Company and Yerbaé intend to file with the SEC and the Commissions on SEDAR+.
The Company, Yerbaé and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the transaction. The Company's and Yerbaé's stockholders and other interested persons may obtain, without charge, more detailed information (i) regarding the directors and executive officers of the Company in the Company's Annual Report on Form 10-k filed with the SEC on April 1, 2024, its definitive proxy statement on Schedule 14A relating to its 2024 Annual Meeting of Stockholders filed with the SEC on June 24, 2024 and other relevant materials filed with the SEC when they become available; and (ii) regarding Yerbaé's directors and executive officers in Yerbaé's Form 10 filed with the SEC on July 19, 2024 and other relevant materials filed with the SEC when they become available. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies in connection with the transaction will be set forth in the joint proxy statement for the transaction when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the joint proxy statement that the Company and Yerbaé intend to file with the SEC and the Commissions on SEDAR+.
No Offer or Solicitation
无报价或招揽
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Additional Information
附加信息
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release. Completion of the Transaction is subject to a number of conditions, including but not limited to acceptance of the TSXV. There can be no assurances that the Transaction will be completed as proposed or at all. Trading in the securities of either Safety Shot or Yerbaé should be considered highly speculative.
TSX创业公司交易所有限公司并未就拟议交易的优点做出任何判断,也未批准或否决本新闻稿的内容。交易的完成须满足若干条件,包括但不限于TSXV的接受。无法保证交易将按提议的方式完成,甚至可能根本无法完成。交易安全射击或Yerbaé的证券应被视为高度投机性。
On Behalf of the Board of Directors of Safety Shot, Inc.
代表安全射击公司的董事会
"Jarrett Boon"
"贾雷特·布恩"
Jarrett Boon, Chief Executive Officer
贾雷特·布恩,首席执行官
Safety Shot Contact Information:
安全射击联系信息:
Investor Relations
投资者关系
Phone: 561-244-7100
电话:561-244-7100
Email: investors@drinksafetyshot.com
电子邮件:investors@drinksafetyshot.com
On Behalf of the Board of Directors of Yerbaé Brands Corp.
代表Yerbaé Brands Corp.董事会
"Todd Gibson"
"托德·吉布森"
Todd Gibson, Chief Executive Officer and Co-Founder
托德·吉布森,首席执行官兼联合创始人
Yerbaé Contact Information:
Yerbaé 联系信息:
For investors, investors@yerbae.com or 480,471.8391
对于投资者,请联系 investors@yerbae.com 或拨打 480,471.8391
To reach CEO Todd Gibson, todd@yerbae.com or 480.471.8391
要联系首席执行官Todd Gibson,请发送邮件至todd@yerbae.com或拨打480.471.8391
Forward-Looking Statements
前瞻性声明
This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the proposed Transaction and business combination between SHOT and Yerbaé. All statements other than statements of historical facts contained in this press release, including statements regarding the Transaction and closing thereof, SHOT' or Yerbaé's future results of operations and financial position, SHOT' and Yerbaé's business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of SHOT and Yerbaé, and the expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed business combination: the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of each of SHOT's and Yerbaé's securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement; the inability to complete the transactions contemplated by the Arrangement Agreement, including due to failure to obtain approval of the shareholders of SHOT or Yerbae, the Court, that of the TSXV or Nasdaq as well as other conditions to closing in the Arrangement Agreement; the inability to maintain the listing of SHOT ordinary shares on Nasdaq following the completion of the Transaction; the risk that the transactions contemplated by the Arrangement Agreement may disrupt current plans and operations of SHOT as a result of the announcement and consummation of these transactions; the ability to recognize the anticipated benefits of the business combination contemplated by the Arrangement Agreement, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; costs related to the business combination; changes in applicable laws or regulations; the possibility that Yerbaé or SHOT may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement (when available) relating to the Transaction, including those under "Risk Factors" therein, and in other filings with the SEC made by SHOT or Yerbaé, as applicable. Moreover, each of Yerbaé and SHOT operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond Yerbaé's and SHOT' control, readers should not rely on these forward-looking statements as predictions of future events. Forward-Looking statements speak only as of the date they are made. Neither Yerbaé nor SHOT give any assurance that either Yerbaé or SHOT will achieve its expectations as stated herein. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, Yerbaé and SHOT assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
本新闻稿包含根据适用证券法有关SHOT与Yerbaé之间拟议交易和业务组合的某些前瞻性声明。除历史事实以外的所有声明,包括有关交易及其关闭、SHOT或Yerbaé的未来经营及财务状况、SHOT与Yerbaé的商业策略、预期成本、时机和成功的可能性、管理层的未来经营计划和目标、SHOT与Yerbaé当前及预期经营的未来结果,以及交易后合并公司预计的价值,均为前瞻性声明。这些前瞻性声明通常通过"相信"、"项目"、"期望"、"预期"、"估计"、"打算"、"策略"、"未来"、"机会"、"计划"、"可能"、"应该"、"将会"、"会"、"将"、"将继续"、"可能导致"等类似表达进行识别。这些前瞻性声明面临许多风险、不确定性和假设,包括但不限于与拟议业务组合相关的以下风险:交易可能无法及时或根本无法完成,这可能会对SHOT和Yerbaé证券的价格产生不利影响;可能发生的任何事件、变化或其他情况可能导致安排协议终止;无法完成安排协议所涉及的交易,包括由于未能获得SHOT或Yerbaé股东、法庭、TSXV或纳斯达克的批准,以及安排协议中关闭的其他条件;在交易完成后,无法保持SHOT普通股在纳斯达克的上市;涉及安排协议所拟交易可能会因这些交易的公告和完成而干扰SHOT当前计划和运营的风险;能够认识到安排协议所拟商业组合的预期好处,但可能受到竞争、合并公司经济增长和管理增长的能力、招聘和留住关键员工的能力、与业务组合相关的成本、适用法律或法规的变化、Yerbaé或SHOT可能受到其他经济、商业和/或竞争因素的不利影响,以及将在关于交易的代理声明中识别的其他风险和不确定性(可用时),包括在SHOT或Yerbaé向SEC提交的其他文件中的"风险因素"部分。此外,Yerbaé和SHOT均处于竞争激烈和迅速变化的环境中。由于前瞻性声明本质上面临风险和不确定性,其中一些无法预测或量化,并且有些超出Yerbaé和SHOT的控制范围,读者不应将这些前瞻性声明视为未来事件的预测。前瞻性声明仅在作出之日有效。Yerbaé和SHOT均不保证Yerbaé或SHOT将实现其在此处所述的期望。提醒读者不要对前瞻性声明过于依赖,并且除了法律要求外,Yerbaé和SHOT不承担任何义务,也不打算更新或修订这些前瞻性声明,无论是由于新信息、未来事件还是其他原因。
Neither the 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.
TSX创业公司交易所或其监管服务提供商(如TSX创业公司政策中定义的那样)不对本公告的充分性或准确性负责。