19:35:33 EDT Thu 02 Oct 2025
Enter Symbol
or Name
USA
CA



Purebread Brands Inc (2)
Symbol BRED
Shares Issued 23,177,726
Close 2025-10-02 C$ 0.04
Market Cap C$ 927,109
Recent Sedar Documents

Purebread extends management cease trade order

2025-10-02 17:46 ET - News Release

Mr. Amrit Maharaj reports

PUREBREAD BRANDS INC. ANNOUNCES EXTENSION TO MANAGEMENT CEASE TRADE ORDER AND CLOSING OF FIRST TRANCHE OF DEBT SETTLEMENT

Purebread Brands Inc. has been granted an extension by its principal regulator, the B.C. Securities Commission, for the existing management cease trade order. The MCTO, originally granted on July 31, 2025, has been extended from Sept. 29, 2025, to Oct. 3, 2025. The MCTO was issued because the company was unable to file its audited annual financial statements, related management's discussion and analysis, and chief executive officer and chief financial officer certifications for the year ended March 31, 2025, by the July 29, 2025, deadline. This resulted in a default under Part 4 of National Instrument 51-102 (Continuous Disclosure Obligations).

The company reports that its finance team and auditor have been working diligently over the past two months to complete the audit within the relief period. The audit is in progress and near completion. However, due to the complexity of certain accounting matters, the company requires additional time to complete the required filings. As a result, the company applied to the BCSC for an extension, which has been granted until Oct. 3, 2025. The company also expects to file its first quarter interim financial statements for the period ended June 30, 2025, within five business days following submission of the required filings.

While the MCTO is in effect, the general investing public will continue to be able to trade freely in the company's listed common shares. However, the company's interim chief executive officer and chief financial officer will not be able to trade the company's shares.

Other than as disclosed in this news release, the company also confirms that, at the date hereof, there are no insolvency proceedings against it and no other material information concerning the affairs of the company that has not been generally disclosed as of the date of this press release.

Closing of first tranche of debt settlement

Purebread is also pleased to announce that, further to the company's news release on March 13, 2025, it has completed the first tranche of its previously announced shares-for-debt transaction and issued to certain creditors of the company an aggregate of 3,739,162 units at an average price of approximately 95 cents per unit, in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $3,557,650. Each unit consists of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $2.50 per share for a period of 36 months from the date of issue. Immediately prior to the debt settlement, the company had 23,187,101 common shares outstanding, and, following closing of the first tranche of the debt settlement, there are 26,926,263 common shares outstanding. The company anticipates closing the second and final tranche of the debt settlement in the following weeks to settle additional indebtedness of $619,850 through the issuance of 722,894 units.

All securities issued in connection with the debt settlement are subject to a four-month hold period from the date of issuance in accordance with applicable Canadian securities laws in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada.

Related-party transaction and insider participation

The issuance of common shares to Wevers Holdings Ltd., a creditor of the company, is considered to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Securityholders in Special Transactions). The issuance of common shares, as it relates to Wevers, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101. Immediately prior to closing of the debt settlement, Wevers held 1,447,418 common shares and securities convertible to acquire 2,377,059 common shares, reflecting an undiluted ownership interest of 6.25 per cent and a partially diluted ownership interest of 14.97 per cent. Wevers was issued 874,062 units pursuant to the debt settlement, and Wevers continues to be a related party on the basis of holding 2,321,480 common shares and securities convertible to acquire 2,814,090 common shares, reflecting an undiluted ownership interest of 8.63 per cent and 17.28 per cent of the issued and outstanding common shares on a partially diluted basis.

A copy of Wevers's early warning report will appear on the company's profile on SEDAR+.

As a result of the debt settlement, Zamano Holdings Ltd. is an insider of the company as defined under MI 61-101. Immediately prior to the closing of the debt settlement, Zamano held 1,438,511 common shares and nil convertible securities, reflecting an undiluted ownership interest of 6.21 per cent. Zamano was issued 1,225,106 units pursuant to the debt settlement, and Zamano holds 2,663,617 common shares and securities convertible to acquire 612,553 common shares, reflecting an undiluted ownership interest of 9.90 per cent and a partially diluted ownership interest of 11.91 per cent.

A copy of Zamano's early warning report will appear on the company's profile on SEDAR+.

About Purebread Brands Inc.

Purebread is a leader in fast-casual cafe/bakeries in British Columbia, driving retail expansion in vibrant communities across Canada and beyond. Purebread is committed to crafting exceptional food experiences and making a positive impact on the communities it serves.

We seek Safe Harbor.

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