Purebread Brands Inc. Announces Closing of Third and Final Tranche of Debt Settlement

Executive Summary

• Purebread Brands Inc. completed the third and final tranche of its debt settlement, issuing 522,894 units at an average price of $0.75 per unit, fully settling $392,048 of accrued indebtedness.
• Each unit consists of one common share and half a warrant to purchase an additional share at $2.50 for 36 months; all securities are subject to a four‑month hold period.
• The company appointed Sheryl Dhillon as Corporate Secretary, succeeding Bernadette D’Silva.

Key Details

• Units Issued: 522,894 (each = 1 common share + 0.5 warrant).
• Average Issue Price: ≈ $0.75 per unit → gross proceeds of approximately $392,048.
• Warrant Terms: Right to purchase one additional common share at $2.50 per share; exercisable for 36 months from issuance date.
• Hold Period: Four‑month restriction on all securities issued in connection with the Debt Settlement, per Canadian securities laws.
• Share Count Impact:
• Pre‑settlement common shares outstanding: 28,332,585.
• Post‑settlement common shares outstanding: 28,855,479.
• Related Party Transaction – Zamano Holdings Ltd.:
• Prior to settlement, Zamano held 2,663,618 common shares and convertible securities representing 9.40% undiluted ownership (11.32% partially diluted).
• After receiving the 522,894 units, Zamano’s holdings increased to 3,186,512 common shares plus convertible securities for 874,000 additional shares, reflecting 11.04% undiluted and 13.66% partially diluted ownership.
• Regulatory Exemption: The issuance to Zamano is exempt from minority‑approval and formal valuation requirements under MI 61‑101.
• Corporate Secretary Appointment: Sheryl Dhillon appointed; Bernadette D’Silva resigned.

Notable Quotes

(No direct quotes were provided in the release.)