Prime Drink Group Announces Launch of Rights Offering

MONTREAL, June 18, 2025 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE: PRME) (“Prime” or the “Company”) announces that it is undertaking a rights offering (the “Rights Offering”). The Company will be offering a maximum of 353,409,888 rights (the “Rights”) to holders (the “Shareholders”) of its common shares (the “Shares”) as at the close of business on the record date of June 25, 2025 (the “Record Date”) on the basis of one (1) Right for each one (1) Share held. Each one (1) Right will entitle the holder to subscribe for one Share (each, a “Rights Share”) at the subscription price of $0.0825 per Rights Share.

The Company anticipates that the minimum aggregate gross proceeds to be raised pursuant to the Rights Offering will be $3,000,000, through the issuance of a minimum of 36,363,636 Rights Shares.

Pricing of the Rights Offering is mandated by applicable Canadian securities law and the policies of the Canadian Securities Exchange (the “CSE”) which require the Company to offer existing Shareholders a discount to purchase new securities. Upon completion of the Rights Offering and assuming all Rights are exercised, the Company would have 706,819,776 Shares outstanding, of which the Shares issued under the Rights Offering would represent 50% of the issued and outstanding Shares.

The Rights Offering is designed to confer a benefit on shareholders willing to participate. The Rights Offering is expected to recapitalize the Company, to enable the Company to meaningfully participate in the process of re-acquiring Triani Canada Inc. (“Triani”), which was placed into receivership pursuant to Section 243 of the Bankruptcy and Insolvency Act (Canada) at the request of Triani’s principal creditors. For further details regarding the receivership of Triani, see the press releases of the Company dated April 7, 2025 and June 11, 2025, respectively, and refer to the Circular (as defined herein), which will be available on SEDAR+ for further details with respect to the Company’s anticipated use of proceeds from the Rights Offering, including as it relates to the acquisition of Triani.

It is expected that the Rights will not trade on the CSE. The Rights will expire at 4:00 p.m. (Eastern time) (the “Expiry Time”) on July 25, 2025 (the “Expiry Date”), after which time unexercised Rights will be void and of no value. Shareholders who fully exercise their Rights under the basic subscription privilege will be entitled to subscribe for additional Rights Shares, if available, as a result of unexercised Rights prior to the Expiry Time on the Expiry Date, subject to certain limitations as set out in the Company’s Rights Offering circular dated June 18, 2025 (the “Circular”), which will be filed on SEDAR+ under Prime’s profile at www.sedarplus.ca, along with the Form 45-106F14 Notice of Rights Offering (the “Notice”). The Notice and the Rights DRS advice/subscription will be mailed to Shareholders in the Eligible Jurisdictions (as defined herein) as of the Record Date on or about June 25, 2025. The Company expects to close the Rights Offering on or before July 31, 2025.

The Rights will only be offered to Shareholders resident in all provinces and territories of Canada (the “Eligible Jurisdictions”).

Registered Shareholders in the Eligible Jurisdictions who wish to exercise their Rights must forward the completed subscription form, together with the applicable funds, to the rights agent, Computershare Investor Services Inc. (the “Rights Agent”), on or before the Expiry Time on the Expiry Date. Shareholders who own their Shares through an intermediary, such as a bank, trust company, securities dealer, or broker, will receive materials and instructions from their intermediary.

Subject to the detailed provisions of the Circular, Rights certificates or DRS advises and subscription forms will not be mailed to Shareholders resident outside of the Eligible Jurisdictions, unless such Shareholders are able to establish to the satisfaction of the Company that they are eligible to participate in the Rights Offering and provide such evidence to the Company and the Rights Agent by July 18, 2025.

Ineligible Shareholders will be sent the Notice, for information purposes only, together with a letter advising them that their Rights will be held by the Rights Agent and that the Rights will be issued to and held on their behalf by the Rights Agent until 4:00 p.m. (Eastern time) on July 18, 2025, after which time and prior to the Expiry Time, the Rights Agent will attempt to sell the Rights of such Ineligible Shareholders represented by Rights in the possession of the Subscription Agent on such date(s) and at such price(s) as the Rights Agent determines in its sole discretion. The Rights Agent will mail cheques representing the net proceeds, without interest, from such sales, to such Ineligible Shareholders.

The Company believes that its directors and senior officers who own Shares intend to exercise a portion of their Rights to purchase Rights Shares under their basic subscription privilege; however, the number of approximate Rights that will be exercised by directors and senior officers cannot be ascertained as at this date.

The proceeds of the Rights Offering are expected to be used for: (i) re-acquiring Triani and (ii) general working capital, corporate purposes and administrative expenses.

About Prime Drink Group
Prime Drink Group Corp (CSE: PRME) is a Québec-based corporation focused on becoming a leading diversified holding company in the beverage, influencer media and hospitality sectors.

For further information, please contact:
Jean Gosselin, CFO
Phone: (514) 394-7717
Email: info@prime-group.ca

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities within the United States, and the securities may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States or any U.S. person, unless registered under the U.S. Securities Act and applicable U.S. state securities laws, or pursuant to an exemption from such registration requirements described in the Circular. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful absent registration or qualification of such securities under the laws of any such jurisdiction. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases or statements that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information in this press release may include, without limitation, statements relating to anticipated proceeds raised from the Rights Offering, the intentions of directors and officers to exercise their Rights, and the Company’s anticipated use of proceeds, including the re-acquiring of Triani from receivership.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding market conditions, number of Shareholders exercising their rights, general economic factors, terms and conditions with any creditors of Triani, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of Prime may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although Prime believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Prime 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 accepts responsibility for the adequacy or accuracy of this release.

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