Vancouver, British Columbia--(Newsfile Corp. - October 1, 2021) - Boosh Plant-Based Brands Inc. (CSE:VEGI) (OTCQB: VGGIF) ("Boosh" or the "Company") wishes to make, at the request of the OTC Market Groups Inc. ("OTC Markets"), the following statements regarding certain market activity surrounding the Company's common shares.
On September 28, 2021, the Company was notified by the OTC Markets about certain promotional activities in relation to the Company's common shares, including certain promotional newsletter emails dated September 28, 2021 (the "Promotional Materials") distributed by Wealth Resource Group and Portfolio Wealth Global. The Company had not seen the specific forms of Promotional Materials prior to receiving copies from OTC Markets, but notes that the Promotional Materials purport to have been prepared pursuant to an agreement between the Company and Gold Standard Media LLC ("Gold Standard"). The Company does have an advertising agreement in place with Gold Standard dated May 27, 2021 and the Company's CEO was provided with portions of copy, some of which was used in the Promotional Materials, for review of accuracy of certain statements related to the Company's products and distribution.
Since the Company's initial listing on the Canadian Securities Exchange at the end of May 2021, the Company has utilized Gold Standard as its marketing firm, as well as Edge Growth Holdings Corporation as its primary public and investor relations team. Separately, on May 28, 2021, the Company engaged AGORA Internet Relations Corp. to provide online advertising for the Company. The Company has also entered into agreements with BTV, North Equities Inc., Amherst Baer Consultancy Corporation, Proactive Investors North America Inc. AGORA and BTV are not investor relations firms, and none of the entities listed above had involvement with the Promotional Materials.
After inquiry, except as outlined above, the Company confirms that its officers, directors or its controlling shareholders (i.e., shareholders owning 10% or more of the Company's securities) have not, directly or indirectly, authorized or been involved in any way with the creation or distribution of the Promotional Materials.
The Company acknowledges that the distribution of the Promotional Materials coincided with higher than average trading volume in the Company's common stock, however, the Company has no knowledge or opinion as to whether or not the materials themselves affected trading activity. Many other factors, including but not limited to recent Canadian roadshow activities and interviews of the Company's CEO and recent press releases, could have had an impact on trading volume. Since August 1, 2021, the Company announced the launch of the Company's products in Whole Foods Markets in Canada, the completion of its studio kitchen and the appointment of Dave Richardson as a special advisor, as well as DTC eligibility. The Company believes that such events and announcements may have been a factor in the increase in the trading volume of its common stock.
The Company recognizes that the statements made in the Promotional Materials may be deemed to have encouraged investors to purchase common stock of the Company in the open market. The Company confirms that the Promotional Statements contain no factual inaccuracies or any material non-public information, and the Company did not review the specific Promotional Materials or have any right of editorial control over the content. The statements made in the Promotional Materials regarding the Company's grocery store expansion goals, and the potential performance of the Company's Common Shares are forward-looking and speculative in nature. As such, these forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including: (i) the risks that the Company's production of products may be impacted by delays including delays associated with the impact of the COVID-19 pandemic; (ii) that the Company may not raise enough money to fund its business plans; (iv) agricultural product price fluctuations; (v) political or economic instability and regulatory changes; (vi) currency fluctuations; (vii) the state of the capital markets; and (viii) other risks and uncertainties identified under the heading "Risk Factors" in the Company's continuous disclosure documents filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
The Company disclaims any potentially exaggerated statements in the Promotional Materials, and readers of the materials should not place undue reliance on the Promotional Materials. The Company does not condone the use of sensational language to describe the Company's business prospects or any statements made regarding the urgency of investing in the Company's common stock, or any other similar statements. The Company further notes that investing in the Company's securities involves certain risks and uncertainties that investors should review prior to making any investment decision. The Company encourages all investors to rely on its continuous disclosure filings accessible on SEDAR.
Upon inquiry of management, directors, control persons and third-party service providers, to the Company's knowledge, based upon filings made with the SEDI and other information available to the Company, during the past 90 days, no such persons executed any purchase or sales transactions of the Company's securities, other than the grant by the Company's CEO of a call option on 200,000 of his warrants to an advisor of the Company as incentive to the advisor and the grant to the Company's CFO of 12,500 options at prices ranging from $1.10 to $1.18 per share and to the Company's corporate secretary of 10,000 options at an exercise price of $1.10 per share.
Issuances of Securities
Since its public offering in May, 2021, and other than pursuant to the exercise of warrants issued with exercises prices that were a premium to market at the time of issuance, the Company has only issued shares at a price constituting a discount to the current market rate at the time of the issuance once being an aggregate of 28,409 common shares at a deemed price of $0.88 per share as partial consideration for the assets forming the business of Saltspring Harvest Ltd.
Listing on the OTCQB
The common shares of the Company listed commenced trading on the OTCQB on August 16, Since listing, trading volumes on the OTCQB have been minimal and sporadic, as the Company's primary listing is in Canada on the Canadian Securities Exchange and only six weeks have passed since listing. Volumes have fluctuated, depending on the state of the capital markets and the Company's business activities. However, trading volumes on the OTCQB have recently increased, in the last seven days. The Company attributes the increases in trading volumes to activities.
On behalf of the Board of Directors
Chief Executive Officer
Telephone: (833) 882-6674
About Boosh Plant-Based Brands Inc.:
Boosh Plant-Based Brands Inc., through its wholly owned subsidiary, Boosh Food (www.booshfood.com), is the gateway to experiencing high quality, non-GMO, gluten free, 100% plant-based nutritional comfort foods for the whole family. We currently offer six frozen meals which are sold throughout Canada, and now we're expanding our meals to include three refrigerated products. Boosh, good for you and good for planet earth.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the Company's proposed use of the proceeds of its initial public offering. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
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