Clearly Canadian Beverage Corporation (TSX:CLV) (OTCBB:CCBC) is pleased to announce, further to its February 6, 2004 news release, that it has made arrangements for secured bridge loans in the aggregate amount of Cdn$2.5 million.
The Company has signed a term sheet with Quest Capital Corp. for a $2,000,000 loan for a term of six months, which term may be extended for a further six months. The loan will bear interest at a rate of 12% per annum compounded and payable monthly, and will be secured by a charge over all of the Company’s present and future assets and properties. The Company has agreed to issue to Quest Capital 660,000 common shares as a bonus, and an additional 660,000 common shares if the term of the loan is extended for a further six months.
A management group, comprised of certain officers and directors of the Company, will fund an additional $500,000 loan on the same terms and conditions as the Quest Capital loan, but subordinated in priority and payment to the Quest Capital loan. The Company has agreed to issue to the management group an aggregate of 165,000 common shares as a bonus, and an additional 165,000 common shares if the term of the loan is extended for a further six months. The issuance of bonus shares to the management group is subject to approval by the disinterested shareholders of the Company at the Company’s next annual general meeting.
The net proceeds of the bridge loans will be used for general working capital. It is expected that the loans will be repaid from the net proceeds of the Company’s previously announced proposed unit prospectus offering in which the Company intends to raise up to Cdn$9 million through Dundee Securities Corporation as agent. Dundee Securities Corporation will receive a cash fee equal to 7% of $2,000,000 for arranging the bridge financing with Quest Capital and will also receive 250,000 broker warrants, each of which will entitle Dundee Securities to purchase one common share of the Company at an exercise price to be determined in accordance with the rules of the Toronto Stock Exchange.
The funding of the loan by Quest Capital is subject to their completion of satisfactory due diligence and the execution of definitive loan and security documents, and the loan and the issuance of the bonus shares are subject to regulatory approval.
About Clearly Canadian
Based in Vancouver, B.C., Clearly Canadian markets premium alternative beverages and products, including Clearly Canadian(R) sparkling flavored water, Clearly Canadian O+2(R) and Tre Limone(R) which are distributed in the United States, Canada and various other countries. Additional information on Clearly Canadian may be obtained on the world wide web at www.clearly.ca.
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”, “anticipates”, “likely”, “believes” and words of similar import also identify forward-looking statements. Forward-looking statements are based on current expectations and analyses, including the Company’s ability to complete the equity and debt financings referred to in this news release and the Company’s analysis of its cash flow requirements as well as its product distribution systems and its expectations regarding the effects of anticipated product distribution changes and the potential benefits of such efforts and activities on the Company’s 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, the Company’s ability to generate sufficient cash flows to support general operating activities and capital expansion plans, general economic conditions, changing beverage consumption trends of consumers, 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 favourable 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.
CLEARLY CANADIAN BEVERAGE CORPORATION
Douglas L. Mason, President and C.E.O.
CLEARLY CANADIAN BEVERAGE CORPORATION is the registered holder of various trademarks, including CLEARLY CANADIAN(R). CLEARLY CANADIAN BEVERAGE CORPORATION, and its wholly owned subsidiaries, produce, distribute and market CLEARLY CANADIAN(R), CANADIAN O+2(R) and TRE LIMONE(R).
CONTACT: Clearly Canadian Beverage Corporation
Clive Shallow, 800-663-5658 (USA)
or 800-663-0227 (Canada)
Valerie Samson, 800-663-5658 (USA)
or 800-663-0227 (Canada)