Delivra Health Brands Announces Proposed Share Consolidation

Rhea-AI Summary

Delivra Health Brands (TSXV: DHB) (OTCQB: DHBUF) has announced plans to implement a 10:1 share consolidation, which will reduce the company's outstanding common shares from 312,617,854 to approximately 31,261,785. The consolidation, approved by the board on January 27, 2025, aims to enhance market appeal and facilitate organic growth.

Shareholders' ownership percentages and voting power will remain largely unchanged, with only minor adjustments for fractional shares. The consolidation will also proportionally adjust the exercise prices and number of shares for existing stock options and warrants. The implementation remains subject to TSX Venture Exchange approval, with the effective date to be announced later.

Positive

• Share consolidation could improve stock marketability and attract new investors
• No change in shareholders' proportionate ownership and voting rights
• Board approval already secured for the consolidation plan

Negative

• Reduction in total outstanding shares from 312.6M to 31.2M may impact trading liquidity
• Implementation still pending TSXV approval, creating execution uncertainty

Vancouver, British Columbia--(Newsfile Corp. - January 27, 2025) - Delivra Health Brands Inc. (TSXV: DHB) (OTCQB: DHBUF) ("Delivra Health" or the "Company") is planning to consolidate the Company's issued and outstanding common shares (the "Common Shares") on the basis of one (1) new Common Share for every ten (10) existing Common Shares (the "Consolidation"). Each shareholder's percentage ownership in the Company and proportionate voting power will remain unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional Common Shares.

Management believes the Consolidation will help facilitate ongoing organic growth while providing the Company with increased flexibility for future corporate initiatives. This proposed Consolidation aims to attract new shareholders aligned with the health and wellness sector and improve the marketability of the Common Shares as a compelling investment opportunity.

As a result of the Consolidation, the 312,617,854 Common Shares issued and outstanding prior to the Consolidation will be reduced to approximately 31,261,785 Common Shares. The exercise price of the Company's existing incentive stock options under the Company's 10% fixed share option plan, the number of Common Shares issuable thereunder, and the exercise price and number of Common Shares issuable under any outstanding warrants will be adjusted in accordance with the Consolidation.

The Consolidation was approved by the board of directors on January 27, 2025, in accordance with the articles of the Company, but remains subject to the approval of the TSX Venture Exchange (the "TSXV"). The effective date of the Consolidation will be determined by the board of directors after all necessary approvals have been obtained. The Company will issue a further news release announcing the effective date of the Consolidation upon receiving TSXV approval. The Company will not be changing its name in conjunction with the Consolidation.

About Delivra Health Brands Inc.

Helping people take control of their health with alternative wellness solutions is what energizes the Delivra Health team! The Delivra Health portfolio features innovative brands like Dream Water® and LivRelief™, which deliver relief from common everyday issues like chronic pain, anxiety, and sleeplessness. Delivra Health products have allowed millions of customers to reclaim their mobility, energy, and in turn, quality of life. The websites of the Company's two subsidiaries are  Dream Water® and  LivRelief^TM. For more information, please visit  www.delivrahealthbrands.com.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements include, among other things, statements with respect to the timing of the Consolidation and the receipt of TSXV approval.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the cannabis markets where the Company operates; changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; employee relations and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution, and sale of cannabis and cannabis-related products in the markets where the Company operates. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated March 2, 2021, and under the heading "Risks and Uncertainties" in the Company's management's discussion and analysis for the three months ended September 30, 2024 filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Investor Relations:

Jack Tasse
Chief Financial Officer
IR@delivrahealth.com
1-877-915-7934

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/238349

FAQ

What is the share consolidation ratio announced by Delivra Health (DHBUF)?

Delivra Health announced a 10:1 share consolidation ratio, meaning every ten existing common shares will be consolidated into one new common share.

How many shares will DHBUF have after the consolidation?

After the consolidation, DHBUF will have approximately 31,261,785 common shares outstanding, reduced from 312,617,854 shares.

When will the DHBUF share consolidation take effect?

The effective date will be determined by the board of directors after receiving TSX Venture Exchange approval, which is pending as of January 27, 2025.

How will the share consolidation affect DHBUF stockholders' ownership?

Shareholders' percentage ownership and voting power will remain unchanged, except for minor adjustments due to fractional shares.

Will DHBUF's stock options and warrants be affected by the consolidation?

Yes, the exercise price and number of shares issuable under existing stock options and warrants will be adjusted proportionally to reflect the 10:1 consolidation ratio.