Clearly Canadian Announces Additional Financing with BG Capital.VANCOUVER, British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- Clearly Canadian This article or section needs sources or references that appear in reliable, third-party publications. Alone, primary sources and sources affiliated with the subject of this article are not sufficient for an accurate encyclopedia article. Beverage Corporation (the "Company") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CCBEF CCBEF Clearly Canadian Beverage Corporation (Canada) ) today announces that it has concluded negotiations with four investors, including BG Capital Group Ltd., for a private placement in the Company. BG Capital and the other investors, including certain directors and officers of the Company, will subscribe for units consisting of an aggregate of 800,000 common shares, 5,000,000 Series A share purchase warrants, 5,000,000 Series B share purchase warrants, 5,000,000 Series C share purchase warrants and 5,000,000 Series D share purchase warrants for an aggregate purchase price of US$1,000,000. Each Series A share purchase warrant entitles the holder to purchase one additional common share of the Company until December 31, 2006 at a price of US$1.25 per share. If all of the Series A share purchase warrants held by an investor are exercised, then that holder's Series B share purchase warrants will become fully vested. Each Series B share purchase warrant entitles the holder to purchase one additional common share for one year from the date it becomes fully vested at a price of US$1.50 per share. If all of the Series B share purchase warrants held by an investor are exercised in full, then that investor's Series C share purchase warrants will become fully vested. Each Series C share purchase warrant entitles the holder to purchase one additional common share for one year from the date it becomes fully vested at a price of US$2.00 per share. Finally, if all of the Series C share purchase warrants held by an investor are exercised, then that investor's Series D share purchase warrants will become fully vested. Each Series D share purchase warrant entitles the holder to purchase one additional common share for one year from the date it becomes fully vested at a price of US$4.50 per share. BG Capital is the only holder of the Company's 2,000,000 Class B Preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. . Each share of Class B Preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. is entitled to five votes at any meeting of the shareholders of the Company. In addition the Class B Preferred stock is convertible, at any time, into such number of common shares of the Company as are issued and outstanding at the time of conversion, which would result, at the time of such a conversion, in a 100% increase in the number of issued and outstanding common shares of the Company. The Company believes it is in its best interest to give BG Capital an incentive to convert all of its Class B Preferred shares prior to closing this private placement. Therefore, the Company has agreed to propose to its shareholders, at its next shareholder meeting, the creation of a new class of preferred share that would carry variable multiple voting Noun 1. multiple voting - the act of voting in more than one place by the same person at the same election (illegal in U.S.) balloting, vote, voting, ballot - a choice that is made by counting the number of people in favor of each alternative; "there were only 17 rights in exchange for BG Capital agreeing to convert its existing Class B Preferred Shares into the number of common shares that it would receive if it converted its Class B preferred shares prior to the closing of this private placement. "This funding is a major step towards capitalizing the Company to support our 2006 brand initiatives. These funds will be utilized to support current operations and future growth, which includes the development of exciting new products and marketing program that we believe will enhance our efforts to attain profitability," said Brent Lokash, President of Clearly Canadian Beverage Corporation. About BG Capital BG Capital Group is a merchant bank specializing in small to mid-cap growth opportunities. It holds controlling shareholder positions in numerous public and private companies throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Canada. BG Capital has over 20 years of investor relations Investor relations The process by which the corporation communicates with its investors. experience as well as in-depth marketing and financial management expertise. About Clearly Canadian Based in Vancouver, B.C., Clearly Canadian Beverage Corporation markets premium alternative beverages and products, including Clearly Canadian(R) sparkling flavoured adj. 1. same as flavored; - of foods. water and Clearly Canadian O+2(R) oxygen enhanced water beverage which are distributed in the United States, Canada and various other countries. Since its inception, the Clearly Canadian brand has sold over 90 million cases equating to over 2 billion bottles worldwide. Additional information about Clearly Canadian may be obtained on the world wide web at www.clearly.ca. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "will", "could", "should", "anticipates", "likely", "believes", "estimates", "potential", "predicts", "continue" and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analyses and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company's ability to raise additional debt and/or equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. to fund operations and working capital requirements Capital requirements Financing required for the operation of a business, composed of long-term and working capital plus fixed assets. , the Company's analysis of its current and future sales and sales trends, its product distribution systems, as well as anticipated changes thereto, the Company's expectations regarding the effects of its restructuring efforts and changes to its product distribution, promotional and marketing activities and the potential benefits of such changes, efforts and activities on its results of operations in future periods. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to, general economic conditions, changing beverage consumption trends of consumers, the Company's ability to generate sufficient cash flows to support general operating activities and capital expansion plans, competition, pricing and availability of raw materials, the Company's ability to maintain the current and future retail listings for its beverage products and to maintain favorable supply, production and distribution arrangements, laws and regulations and changes thereto that may affect the way the Company's products are manufactured, distributed and sold and other factors beyond the reasonable control of the Company. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the U.S. Securities and Exchange Commission and with the British Columbia and Ontario Securities Commissions The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. . CLEARLY CANADIAN BEVERAGE CORPORATION Brent Lokash, President CLEARLY CANADIAN BEVERAGE CORPORATION is the registered holder of various trademarks, including CLEARLY CANADIAN(R). CLEARLY CANADIAN BEVERAGE CORPORATION, and its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , produce, distribute and market CLEARLY CANADIAN(R) and CANADIAN O+2(R). Clearly Canadian Beverage Corporation (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. :CCBEF) |
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion