Captiva Closes Transactions Contemplated by Share Repurchase Agreement
Rhea-AI Summary
Captiva Verde Wellness Corp (CSE: PWR) (OTC: CPIVF) has completed transactions under its share repurchase agreement with 1435300 B.C. (Sonny Sports Holdco) and related parties. The company repurchased and cancelled 89,000,000 common shares and 55,000,000 warrants. Additionally, through an option agreement, the company facilitated the transfer of 35,000,000 common shares at $0.02 per share.
The company received 2,197,802 Greenbriar shares at $0.455 per share to settle a $1,000,000 debt from Greenbriar USA. A separate debt assumption agreement settled $858,249.09 in consulting liabilities with 1,500,000 Greenbriar shares, subject to hold periods extending to September 2025.
AI-generated analysis. Not financial advice.
Positive
- Large-scale share repurchase reducing outstanding shares by 89 million
- Cancellation of 55 million warrants reducing potential dilution
- Settlement of $1 million debt through Greenbriar shares
- Resolution of $858,249 consulting liabilities through share settlement
Negative
- Divestment of Sonny Sports Holdco subsidiary
- Assumption of $858,249.09 in additional liabilities
News Market Reaction – CPIVF
On the day this news was published, CPIVF gained 40.00%, reflecting a significant positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Vancouver, British Columbia--(Newsfile Corp. - December 31, 2024) - Captiva Verde Wellness Corp. (CSE: PWR) (OTC Pink: CPIVF) ("Captiva Verde" or the "Company") a public company listed on the Canadian Securities Exchange1 under the trading symbol PWR and further listed on the US OTC Market under the symbol CPIVF announces that, further to its news releases of August 30, 2024, and October 11, 2024, the Company has closed the transactions (the "Transactions") contemplated by the previously announced share repurchase agreement, as amended (the "Repurchase Agreement"), with 1435300 B.C. Ltd. ("Sonny Sports Holdco"), Ronnie Strasser ("Strasser") and certain shareholders of the Company listed in Schedule "A" thereto (collectively with Strasser, the "Purchasing Shareholders"). Following the closing of the Transactions, the Company is focused on its real estate development business and Sonny Sports Holdco no longer operates as a subsidiary of the Company. All references to currency in this news release are to Canadian dollars.
Pursuant to the terms of the Repurchase Agreement, the Company transferred its interest in Sonny Sports Holdco to the Purchasing Shareholders in exchange for the Purchasing Shareholders arranging for the return of an aggregate of 89,000,000 common shares in the capital of the Company (each common share, a "Common Share") to the treasury of the Company for cancellation and an aggregate of 55,000,000 Common Share purchase warrants (each, a "Warrant") for cancellation (the "Share Repurchase").2
In connection with the Repurchase Agreement, the Company entered into an option agreement (the "Option Agreement") with Strasser and certain shareholders of the Company (collectively, the "Strasser Group"), pursuant to which the Strasser Group granted to the Company the option to identify purchasers of up to 37,000,000 Common Shares beneficially owned or controlled, directly or indirectly, by any member of the Strasser Group at a price of
The Ontario Securities Commission granted the Company exemptive relief from the requirements applicable to issuer bids in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids in connection with the Share Repurchase.
On Behalf of the Board of Directors
"Jeff Ciachurski"
Jeffrey Ciachurski
Chief Executive Officer and Director
Cell: (949) 903-5906
E-mail: westernwind@shaw.ca
Neither Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward Looking Information
This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this news release, other than statements of historical fact, are forward-looking statements, including, without limitation, statements with respect to the Company's strategy or plans.
Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR+ profile at www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
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1 The Company filed its Canadian Securities Exchange Form 10 (notice of intention to close) on August 30, 2024.
2 The Common Shares are being returned to the Company for cancellation for consideration of
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235730