M&A - YERBAE BRANDS CORP.

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Form Type: PREM14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000164117225003477

Filing Summary: Yerbaé Brands Corp. and Safety Shot, Inc. are proposing a business combination that entails Safety Shot acquiring all outstanding common shares of Yerbaé. The Arrangement Agreement, effective January 7, 2025, stipulates that each Yerbaé Share will be exchanged for 0.2918 of a Safety Shot Share at closing. The shareholders are asked to approve this Arrangement at a special meeting scheduled on [●], 2025, where a special resolution needs at least 66 2/3% approval from Yerbaé Shareholders to proceed. Safety Shot Stockholders also have proposals regarding their equity plans and the issuance of new shares which need approval. The completion of the merger is anticipated for the second quarter of 2025, pending satisfaction of necessary conditions and shareholder approvals.

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Additional details:

Arrangement Agreement Date: 2025-01-07


Share Exchange Ratio: 0.2918


Combined Company Ownership: 75.8% Safety Shot, 24.2% Yerbaé


Effective Time Of Arrangement: [●], 2025


Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000149315225001320

Filing Summary: Yerbaé Brands Corp. entered into a definitive Arrangement Agreement with Safety Shot, Inc., whereby Safety Shot will acquire all outstanding common shares of Yerbaé. The transaction, to be executed by a plan of arrangement under British Columbia law, requires approvals from the British Columbia Supreme Court and shareholders of both companies. Consideration includes 20,000,000 shares of Safety Shot stock. Existing Yerbaé options and warrants will convert to Safety Shot equivalents at prescribed rates. The closing is subject to typical conditions and includes support agreements with key Yerbaé shareholders. Termination rights are included for both parties if shareholder approvals are not obtained or if critical conditions are unmet. The document outlines representations, warranties, covenants, and a fairness opinion deeming the offer fair to Yerbaé shareholders. A press release was issued on January 8, 2025, disclosing the arrangement details, alongside forthcoming additional information to investors.

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Additional details:

Title Of Agreement: Arrangement Agreement

Date Of Agreement: 2025-01-07


Consideration Shares: 20000000

Company Underlying Options: Yerbaé

New Company Underlying Options: Safety Shot


Transaction Expenses: 500000


Fairness Opinion Provider: Evans & Evans

Opinion Date: 2024-12-30


Support Agreement Timing: 30 days from execution of Arrangement Agreement


Shareholder Approval: Yerbaé Shareholder Approval


Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000149315225001333

Filing Summary: On January 7, 2025, Yerbaé Brands Corp. entered into a definitive Arrangement Agreement with Safety Shot, Inc., wherein Safety Shot will acquire all common shares of Yerbaé, implemented via a plan of arrangement subject to court and shareholder approvals. Safety Shot will issue 20,000,000 shares as consideration, with adjustments for options, warrants, and debentures held by Yerbaé's shareholders. The closing conditions comprise multiple approvals and the absence of legal impediments. A fairness opinion suggests the offer is financially reasonable for Yerbaé’s shareholders. Yerbaé will file relevant transaction documents with the SEC shortly.

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Additional details:

Title Of Each Class Of Securities To Which Transaction Applies: N/A


Aggregate Number Of Securities To Which Transaction Applies: N/A


Per Unit Price Or Other Underlying Value Of Transaction Computed Pursuant To Exchange Act Rule 0 11: N/A


Proposed Maximum Aggregate Value Of Transaction: N/A


Total Fee Paid: N/A


Amount Previously Paid: N/A


Form Schedule Or Registration Statement No: N/A


Filing Party: N/A


Date Filed: N/A


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