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CENTR Brands Corp. — Capital/Financing Update 2020
Sep 15, 2020
47065_rns_2020-09-14_38233a53-b489-4788-a1b2-ed548125fa85.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Company
CENTR Brands Corp. (the "Company") Suite 100, 2318 Oak Street Vancouver, BC V6H 4J1
2. Date of Material Change
September 3, 2020
3. News Release
A news release with respect to the material change referred to in this report was issued and disseminated on September 8, 2020 and filed the System for Electronic Document Analysis and Retrieval ("SEDAR"). A copy of the news release is available under the Company's profile on SEDAR at www.sedar.com.
4. Summary of Material Change
The Company closed the first tranche of its previously announced private placement of units for aggregate gross proceeds of $687,050.00.
5. Full Description of Material Change
The Company closed the first tranche (the "First Tranche") of its previously announced private placement of units for aggregate gross proceeds of $687,050.00 (the "Offering"). Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entities the holder thereof to acquire one Common Share at the price of $0.60 for a period of three years from closing. A total of 1,963,000 Units of the Company were issued under the Offering at $0.35 per Unit.
The Company intends to use the net proceeds of the Offering for general working capital purposes.
In connection with the Offering, the Company paid finder's fees totaling $21,000.00 in cash and issued 60,000 broker warrants, with each warrant entitling the holder to acquire one (1) Common Share of the Company at the price of $0.60 over a period of 12 months from the closing date.
The purchase of 813,000 Units for gross proceeds of $284,550.00 under the First Tranche constituted a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to nor the consideration paid by such persons exceeded 25% of the Company's market capitalization.
6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not Applicable.
7. Omitted Information
Not Applicable.
8. Executive Officer
The name and business number of the executive officer of the Company who is knowledgeable about the material change and this report is:
Joseph Meehan, Chief Executive Officer 1-604-733-1514 [email protected]
9. Date of Report
September 11, 2020