Safety Shot Completes Acquisition of Yerbae Brands Corp.
Safety Shot (NASDAQ:SHOT) has completed its acquisition of Yerbae Brands Corp, a plant-based energy beverage company. Through this business combination, Safety Shot acquired all issued and outstanding Yerbae shares, with Yerbae shareholders receiving 0.2918 SHOT shares for each Yerbae share.
The transaction resulted in the issuance of 19,881,948 SHOT shares, with Safety Shot shareholders now owning 81.64% of the combined company and former Yerbae shareholders holding 18.36%. Yerbae shares will be delisted from TSX Venture Exchange and OTCQX effective June 30, 2025.
Safety Shot (NASDAQ:SHOT) ha completato l'acquisizione di Yerbae Brands Corp, un'azienda di bevande energetiche a base vegetale. Attraverso questa fusione, Safety Shot ha acquisito tutte le azioni emesse e in circolazione di Yerbae, con gli azionisti di Yerbae che hanno ricevuto 0,2918 azioni SHOT per ogni azione Yerbae.
L'operazione ha comportato l'emissione di 19.881.948 azioni SHOT, con gli azionisti di Safety Shot che ora detengono il 81,64% della societ脿 combinata e gli ex azionisti di Yerbae il 18,36%. Le azioni di Yerbae saranno ritirate dalla negoziazione alla TSX Venture Exchange e OTCQX a partire dal 30 giugno 2025.
Safety Shot (NASDAQ:SHOT) ha completado la adquisici贸n de Yerbae Brands Corp, una empresa de bebidas energ茅ticas a base de plantas. A trav茅s de esta combinaci贸n empresarial, Safety Shot adquiri贸 todas las acciones emitidas y en circulaci贸n de Yerbae, y los accionistas de Yerbae recibieron 0,2918 acciones de SHOT por cada acci贸n de Yerbae.
La transacci贸n result贸 en la emisi贸n de 19.881.948 acciones de SHOT, con los accionistas de Safety Shot poseyendo ahora el 81,64% de la empresa combinada y los antiguos accionistas de Yerbae el 18,36%. Las acciones de Yerbae ser谩n retiradas de la negociaci贸n en la TSX Venture Exchange y OTCQX a partir del 30 de junio de 2025.
Safety Shot (NASDAQ:SHOT)鞚� 鞁濍靹� 鞐愲剤歆� 鞚岆 須岇偓鞚� Yerbae Brands Corp鞚� 鞚胳垬毳� 鞕勲頄堨姷雼堧嫟. 鞚措矆 旮办梾 瓴绊暕鞚� 韱淀暣 Safety Shot鞚� Yerbae鞚� 氇摖 氚滍枆 氚� 鞙犿喌 欤检嫕鞚� 鞚胳垬頄堨溂氅�, Yerbae 欤检＜霌れ潃 欤茧嫻 Yerbae 欤检嫕 1欤茧嫻 0.2918 SHOT 欤检嫕鞚� 氚涭晿鞀惦媹雼�.
鞚措矆 瓯半灅搿� 19,881,948 SHOT 欤检嫕鞚� 氚滍枆霅橃棃鞙茧┌, Safety Shot 欤检＜霌れ潃 頃╇硲霅� 須岇偓鞚� 81.64%毳�, 旮办〈 Yerbae 欤检＜霌れ潃 18.36%毳� 氤挫湢頃橁矊 霅橃棃鞀惦媹雼�. Yerbae 欤检嫕鞚� 2025雲� 6鞗� 30鞚�攵�搿� TSX 氩れ矘 瓯半灅靻岇檧 OTCQX鞐愳劀 靸侅灔 韽愳霅� 鞓堨爼鞛呺媹雼�.
Safety Shot (NASDAQ:SHOT) a finalis茅 l'acquisition de Yerbae Brands Corp, une entreprise de boissons 茅nerg茅tiques 脿 base de plantes. Par cette fusion, Safety Shot a acquis toutes les actions 茅mises et en circulation de Yerbae, les actionnaires de Yerbae recevant 0,2918 actions SHOT pour chaque action Yerbae.
La transaction a entra卯n茅 l'茅mission de 19 881 948 actions SHOT, les actionnaires de Safety Shot d茅tenant d茅sormais 81,64% de la soci茅t茅 combin茅e et les anciens actionnaires de Yerbae 18,36%. Les actions de Yerbae seront retir茅es de la cote de la TSX Venture Exchange et de l'OTCQX 脿 compter du 30 juin 2025.
Safety Shot (NASDAQ:SHOT) hat die 脺bernahme von Yerbae Brands Corp, einem Hersteller pflanzlicher Energydrinks, abgeschlossen. Durch diese Unternehmenszusammenf眉hrung erwarb Safety Shot alle ausgegebenen und ausstehenden Yerbae-Aktien, wobei Yerbae-Aktion盲re 0,2918 SHOT-Aktien f眉r jede Yerbae-Aktie erhielten.
Die Transaktion f眉hrte zur Ausgabe von 19.881.948 SHOT-Aktien, wobei die Safety Shot-Aktion盲re nun 81,64% des kombinierten Unternehmens besitzen und die ehemaligen Yerbae-Aktion盲re 18,36%. Die Yerbae-Aktien werden ab dem 30. Juni 2025 von der TSX Venture Exchange und OTCQX delistet.
- Strategic expansion into plant-based energy beverage market
- Acquisition provides product portfolio diversification for Safety Shot
- Maintains strong ownership control with 81.64% stake for SHOT shareholders
- 18.36% dilution for existing Safety Shot shareholders
- Integration costs and risks associated with merging operations
Insights
Safety Shot's acquisition of Yerbae creates a combined beverage/wellness entity with significant shareholder dilution for Yerbae investors.
Safety Shot has completed its acquisition of Yerbae Brands Corp, a plant-based energy beverage company, through an all-stock transaction. Under the terms, Safety Shot issued approximately 19.9 million shares to acquire 100% of Yerbae, with former Yerbae shareholders now owning about 18.36% of the combined entity while Safety Shot shareholders retain 81.64%.
The transaction was structured as a court-approved plan of arrangement under British Columbia law, with Yerbae shareholders receiving 0.2918 Safety Shot shares for each Yerbae share held. This exchange ratio implies significant dilution for Yerbae shareholders, as they now control less than one-fifth of the combined company despite bringing their entire business into the fold.
Following the acquisition, Yerbae shares will be delisted from both the TSX Venture Exchange and OTCQX effective June 30, 2025. The corporate action creates a combined entity that merges Safety Shot's wellness and dietary supplement business with Yerbae's plant-based energy beverage operations, potentially allowing for product line expansion and cross-selling opportunities.
This acquisition marks a significant strategic shift for Safety Shot as it expands its portfolio beyond wellness supplements into the competitive energy beverage market. The integration of these businesses will likely determine whether the anticipated synergies materialize and whether the acquisition creates meaningful value for shareholders of the combined entity.
SCOTTSDALE, Ariz., June 27, 2025 (GLOBE NEWSWIRE) -- 驰别谤产补茅 Brands Corp. (TSX-V: YERB.U; OTCQX: YERBF) (鈥�驰别谤产补茅鈥�), a plant-based energy beverage company, and Safety Shot, Inc. (Nasdaq: SHOT) (鈥�SHOT鈥�, 鈥�Safety Shot鈥�, or the 鈥�Company鈥�), a wellness and dietary supplement company, are pleased to announce the successful completion of the previously announced business combination pursuant to which Safety Shot has acquired all of the issued and outstanding commons shares of Yerbae (the 鈥�Yerbae Shares鈥�) pursuant to a court-approved plan of arrangement (the 鈥�Transaction鈥�).
Transaction Overview
Pursuant to the terms of an arrangement agreement dated January 7, 2025 between Safety Shot and Yerbae (the 鈥�Arrangement Agreement鈥�), at the effective time of the arrangement (the 鈥�Effective Time鈥�), all of the Yerbae Shares then issued and outstanding immediately prior to the Effective Time (including the 驰别谤产补茅 Shares issued on the settlement of all of the performance share units and restricted share units of 驰别谤产补茅, which were settled immediately prior to the Effective Time) were acquired by Safety Shot in consideration for an aggregate of 19,881,948 shares of common stock (each, a 鈥�SHOT Share鈥�) of Safety Shot. Upon closing of the Transaction, SHOT shareholders now own approximately
The Transaction was effected by way of a plan of arrangement (the 鈥�Plan of Arrangement鈥�) pursuant to the Business Corporations Act (British Columbia). Under the terms of the Arrangement Agreement, SHOT acquired all of the issued and outstanding 驰别谤产补茅 Shares, with each holder of 驰别谤产补茅 Shares receiving 0.2918 of a SHOT Share for each 驰别谤产补茅 Share held. For more information regarding the details of the Transaction, including the treatment of Yerbae鈥檚 outstanding performance share units, restricted share units, warrants, debentures and stock options, please refer to Yerbae鈥檚 Form 8-K dated January 8, 2025, as filed on Edgar on January 8, 2025. Effective June 30, 2025, the Yerbae Shares will be delisted from the TSX Venture Exchange and OTCQX.
Yerbae shareholders who hold physical share certificates or DRS Statements must submit a Letter of Transmittal to Safety Shot鈥檚 transfer agent, ClearTrust, LLC, to receive their Shot Shares. A copy of the Letter of Transmittal can be obtained from ClearTrust LLC, 16540 Pointe Village Dr., Ste 210, Lutz, FL 33558, Attn: Exchange Dept, (813) 235-4490, .
For Yerbae shareholders who hold their shares in book-entry form or in a brokerage account, the exchange is automatic and no additional action is required.
About Safety Shot, Inc.
Safety Shot, Inc., a wellness and dietary supplement company, has developed Sure Shot, the first patented wellness product on Earth that lowers blood alcohol content by supporting its metabolism, while boosting clarity, energy, and overall mood. Sure Shot is available for purchase online at , and Amazon. The Company is introducing business-to-business sales of Sure Shot to distributors, retailers, restaurants, and bars throughout 2025.
驰别谤产补茅 Brands Corp.
驰别谤产补茅 Brands Corp., (TSXV: YERB.U; OTCQX: YERBF) makes great-tasting energy beverages with yerba mate and other premium, plant-based ingredients. All 驰别谤产补茅 energy beverages are zero calorie, zero sugar, non-GMO, vegan, kosher, keto-friendly, paleo-approved, gluten-free and diabetic-friendly. Founded in Scottsdale, AZ in 2017, 驰别谤产补茅 seeks to disrupt the energy beverage marketplace by offering a no-compromise energy solution, with input and support from its recently announced 驰别谤产补茅 Advisory Board, Sports and Entertainment. Find us @DrinkYerbae on Instagram, Facebook, Twitter/X and TikTok, or online at . For more information regarding 驰别谤产补茅鈥檚 financial results, refer to 驰别谤产补茅鈥檚 annual audited financial statements for the fiscal year ended December 31, 2024 and 驰别谤产补茅鈥檚 interim unaudited financial statements for the three months ended March 31, 2025, which are filed on SEDAR+ at under 驰别谤产补茅鈥檚 profile.
Advisors
Maxim Group LLC served as the exclusive financial advisor to Safety Shot in connection with the merger. Cozen O鈥機onnor LLP served as legal counsel to 驰别谤产补茅 and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal counsel to Safety Shot in connection with the merger.
On Behalf of the Board of Directors of 驰别谤产补茅 Brands Corp.
鈥�Todd Gibson鈥�
Todd Gibson, Chief Executive Officer and Co-Founder
驰别谤产补茅 Contact Information:
For investors, or 480,471.8391
To reach CEO Todd Gibson, or 480.471.8391
Safety Shot Contact Information:
Investor Relations
Phone: 561-244-7100
贰尘补颈濒:听
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the proposed Transaction and business combination between SHOT and 驰别谤产补茅. All statements other than statements of historical facts contained in this press release, including statements regarding the Transaction and closing thereof and the delisting of the 驰别谤产补茅 Shares from the TSX Venture Exchange and OCTQX, are forward-looking statements. These forward-looking statements generally are identified by the words 鈥渂elieve,鈥� 鈥減roject,鈥� 鈥渆xpect,鈥� 鈥渁nticipate,鈥� 鈥渆stimate,鈥� 鈥渋ntend,鈥� 鈥渟trategy,鈥� 鈥渇uture,鈥� 鈥渙pportunity,鈥� 鈥減lan,鈥� 鈥渕ay,鈥� 鈥渟hould,鈥� 鈥渨ill,鈥� 鈥渨ould,鈥� 鈥渨ill be,鈥� 鈥渨ill continue,鈥� 鈥渨ill likely result,鈥� and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed business combination: the inability to maintain the listing of SHOT ordinary shares on Nasdaq following the completion of the Transaction; the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; costs related to the business combination; changes in applicable laws or regulations; the possibility that 驰别谤产补茅 or SHOT may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties to be identified in the proxy statement relating to the Transaction, including those under 鈥淩isk Factors鈥� therein, and in other filings with the SEC made by SHOT or 驰别谤产补茅, as applicable. Moreover, each of 驰别谤产补茅 and SHOT operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond 驰别谤产补茅鈥檚 and SHOT鈥檚 control, readers should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Neither 驰别谤产补茅 nor SHOT give any assurance that either 驰别谤产补茅 or SHOT will achieve its expectations as stated herein. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, 驰别谤产补茅 and SHOT assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FAQ
What is the exchange ratio for Safety Shot's acquisition of Yerbae Brands?
How many shares did Safety Shot (NASDAQ:SHOT) issue for the Yerbae acquisition?
What is the ownership structure after Safety Shot's acquisition of Yerbae?
When will Yerbae shares be delisted following the Safety Shot acquisition?
What do Yerbae shareholders need to do to receive their Safety Shot shares?
