Bonk (SHOT) Proxy Filing summary

Executive summary

• Safety Shot, Inc. and Yerbaé Brands Corp. propose a business combination where Safety Shot will acquire all outstanding Yerbaé shares via a court-approved plan of arrangement under British Columbia law, with Yerbaé shareholders receiving 0.2918 Safety Shot shares per Yerbaé share, totaling approximately 20 million Safety Shot shares issued.

• Upon completion, Safety Shot stockholders and Yerbaé shareholders will own about 75.8% and 24.2% of the combined company, respectively, on a fully diluted basis.

• The transaction is expected to close in the second quarter of 2025, subject to shareholder, court, and regulatory approvals.

• Both boards unanimously recommend shareholders vote in favor of the transaction, citing strategic, financial, and operational benefits.

Voting matters and shareholder proposals

• Yerbaé shareholders will vote on a special resolution to approve the arrangement; approval requires at least 66 2/3% of votes cast and a simple majority excluding certain related parties.

• Safety Shot stockholders will vote on six proposals: share issuance for the arrangement, an increase in the equity incentive plan, settlement of convertible notes, a change of control issuance to Core 4 Capital, a reverse stock split, and potential adjournment to solicit more proxies.

• Abstentions and broker non-votes have specific effects depending on the proposal; for most, they count as votes against, except for the reverse stock split, where abstentions have no effect if Nasdaq listing conditions are met.

Board of directors and corporate governance

• The combined company’s board will have seven directors: six from Safety Shot and one from Yerbaé (Todd Gibson, CEO of Yerbaé).

• Safety Shot’s current management will lead the combined company, with Yerbaé’s leadership assuming secondary roles.