Subject: Emailing: CENTR Brands Corp.- News release announcing NBPP of Unsecured Convertible Debentures.docx
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LEGAL_49660115.1
CENTR Brands Corp. Announces Non-Brokered Private Placement of Unsecured Convertible Debentures and Provides Update on Prior Debenture
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia--(Newsfile Corp. - May 29, 2026) - CENTR Brands Corp. (CSE: CNTR) (FSE: 303) (OTCQB: CNTRF) ("CENTR" or the "Company"), is pleased to announce a proposed non-brokered private placement of up to 100 unsecured convertible debentures (the "Debentures") in the aggregate principal amount of $100,000 (the "Offering").
The Debentures will bear interest from the date of issuance at a rate of 10.0% per annum, calculated and payable annually, and will mature on the date (the "Maturity Date") that is 12 months from the date of issuance (the "Closing Date").
The principal amount of the Debentures, together with any accrued and unpaid interest, may be converted, in whole or in part, at any time before the Maturity Date, into equity securities of the Company, at the election of the holder, in whole or in part, at a conversion price equal to the greater of : (A) the Market Price (as such term is defined in the policies of the Canadian Securities Exchange (the "CSE"); and (B) the offering price of the Company's first equity financing following the Closing Date, subject to the approval of the Exchange.
The Company intends on using the net proceeds of the Offering for working capital and general corporate purposes.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including that of the CSE. The securities issued in connection with the Offering will be subject to applicable statutory hold periods imposed under applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions and may close in more than one tranches.
The Company also intends to amend the terms of a previously issued unsecured convertible debentures in the principal amount of $25,000, bearing interest at a rate of 10% per annum and previously maturing on March 24, 2026 (the "2025 Debentures"). The maturity date of the Debenture will be extended by one year to March 24, 2027. For further details regarding the 2025 Debentures, see the Company's news release dated March 24, 2025, a copy of which is available under the Company's profile at www.sedarplus.ca.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About CENTR Brands Corp.
CENTR Brands Corp. is one of North America's leading functional wellness beverage companies dedicated to promoting holistic well-being. With a commitment to providing high-quality products and exceptional customer experiences, CENTR offers a range of functional wellness beverages that support individuals in their pursuit of balanced and healthy lifestyles. By leveraging innovative technology and embracing consumer-centric strategies, CENTR empowers customers to prioritize their well-being and discover the benefits of wellness beverages.
The Company produces CENTR Enhanced, a family of refreshing, ZERO calorie, non-CBD, nootropic and adaptogen sparkling waters incorporating a variety of science-backed ingredients. The Company recently discontinued 2 product lines, CENTR CBD and CENTR Instant, facilitating the exit of the company within the CBD category.
The Company remains committed to exploring strategic business opportunities in response to shifting economic conditions.
For more information on CENTR Brands visit www.findyourcentr.com or contact us at media@findyourcentr.com.
On behalf of the Board, CENTR BRANDS CORP.
/s/ Anton J. Drescher
Anton J. Drescher, Chief Financial Officer
Forward-Looking Information
This press release may contain "Forward-Looking Statements" within the meaning of applicable Canadian securities laws. Forward-looking statements are not comprised of historical facts. Forward- looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to, the closing of the Offering, the intended use of proceeds of the Offering, the issuance of the equity securities upon conversion of the Debentures and the Company obtaining all necessary approvals, including that of the CSE. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
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