IGNITE International Brands, Ltd. Announces the Hiring of a New President, Closing of Non-Brokered Private Placement of Unsecured Senior Convertible Debentures Totaling CA$5 Million and the Issuance of Options
IGNITE International Brands, Ltd. (CSE:BILZ, OTCQX: BILZF) (“IGNITE” or the “Company”), a global consumer packaged goods brand, is pleased to announce that it has hired a new President, Lester Lee, with a proposed start date of June 15, 2020. Mr. Lee has over 25 years of management leadership experience with consumer products companies, such as Truck Accessories Group, Apollo Brands, Philips Norelco, Spectrum Brands and AT&T Wireless. Having earned the management titles of President, CEO and Director, Mr. Lee has a consistent track record of providing above market performance by developing world class teams to execute in all disciplines of operations, revenue growth and product innovation. Mr. Lee will also join the board of IGNITE as a director.
In connection with Mr. Lee’s appointment, the Company will grant Mr. Lee 1,500,000 options to purchase subordinate voting shares in the capital of the Company pursuant to the Company’s stock option plan (the “Options”). The Options entitle the holder thereof to acquire, in aggregate, up to 1,500,000 subordinate voting shares of the Company at an exercise price of CA$2.25 per subordinate voting share, expiring on June 3, 2024.
Curtis Heffernan, the Company’s Acting President, has left the Company as of June 8, 2020 to pursue other opportunities.
The Company is also pleased to announce today that it has closed another non-brokered, private placement of convertible debentures (the “Debentures”) for proceeds of CA$5 million from International Investments, Ltd. (“II”). The principal balance will accrue interest at a rate of 10% per annum, with the principal and interest due on the maturity date of the Debenture (the “Maturity Date”). The Maturity Date is the earlier of (i) June 7, 2022; and (ii) the Company achieving a minimum of CA$10,000,000 of (x) earnings before interest, taxes, depreciation and amortization and; (y) free cash flow, as reported in its annual or quarterly financial statements.
Prior to the Maturity Date, II has the right to convert the balance of principal and interest payable thereunder to subordinated voting shares in the capital of the Company at a price per subordinate voting share equal to CA$1.58 (being 125% of the closing market price for the Company’s subordinate voting shares on the CSE on the last day of trading of immediately prior to the issuance of the Debenture).
The issuance of the Debenture constitutes a related-party transaction under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions (“MI 61-101”) since II is a related party of IGNITE by virtue of being affiliated with Veritas Investments, Ltd. and Vulcan SKN, two entities that own approximately 16% of the issued and outstanding securities of the Company (assuming the conversion of all proportionate voting shares to subordinate voting shares). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved related parties, exceeded 25% of the Company’s market capitalization as determined under MI 61-101.
Issuance of Options
IGNITE is also pleased to announce today that it has granted 400,000 Options to Paul Dowdall (the Company’s new CFO) pursuant to the Company’s stock option plan. The Options entitle the holder thereof to acquire, in aggregate, up to 400,000 subordinate voting shares of the Company at an exercise price of CA$2.25 per subordinate voting share, expiring on June 3, 2024.
IGNITE is a global consumer brand, operating in the premium product segment of the market. Founded by Dan Bilzerian, the Company’s ‘quality-first’ approach is fundamental to the brand and its products. Originally operating in the cannabis and hemp-derived cannabidiol (CBD) wellness space, IGNITE was able to establish its brand awareness. IGNITE product categories now include a full line of CBD oil tinctures, CBD topicals, CBD pet products and CBD vape devices, produced by various partners and sold through select distributors, brick and mortar retailers, and online through the Company’s website, ignite.co. The IGNITE THC product line, which was launched subsequent to the CBD product line, incorporates quality, locally sourced, cannabis products.
Since the launching of its THC and CBD products, the Company has expanded into the beverage space, launching a full line of functional performance enhancing drinks. The IGNITE beverage line currently consists of PH-alkaline balanced water, a line of premium performance drinks, named Z-RO as well as a gluten-free, seven-time distilled vodka. IGNITE beverages will be distributed nationally within the United States and available to purchase on the IGNITE beverages website, IgniteBeverages.co.
IGNITE is a socially responsible company and is committed to using its marketing and brand power as a positive catalyst for a healthy lifestyle. The IGNITE management team believes that socially responsible oriented actions have a positive impact on the Company, its employees and its shareholders.
Shares of IGNITE are listed on the Canadian Securities Exchange (CSE) under the symbol “BILZ” and quoted in the United States on the OTCQX under the symbol “BILZF”.
Further information on IGNITE can be found on the Company’s website at ignite.co
For further information, please contact:
Linda K. Menzel, General Counsel
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