Bonk (SHOT) Proxy Filing summary

Executive summary

• Safety Shot, Inc. entered into a definitive agreement to acquire all outstanding shares of Yerbaé Brands Corp. via a plan of arrangement, with closing targeted for Q2 2025, subject to shareholder, court, and regulatory approvals.

• Yerbaé shareholders will receive 0.2918 shares of Safety Shot for each Yerbaé share, totaling 20 million Safety Shot shares, representing a $15.2M equity value and $19.7M enterprise value for Yerbaé.

• The combined company aims to leverage operational synergies, expand distribution, and enhance product innovation in the wellness and functional beverage sector.

• The transaction is expected to deliver significant cost savings, supply chain efficiencies, and access to new markets, with Yerbaé’s 2023 revenue at $12M.

• Both boards unanimously approved the deal, supported by independent fairness opinions, and recommend shareholders vote in favor.

Voting matters and shareholder proposals

• The transaction requires approval by at least two-thirds of Yerbaé shareholders and a majority of Safety Shot stockholders, as well as court and regulatory consents.

• A joint proxy statement will be filed, and shareholders are urged to review all materials before voting.

• Upon closing, Yerbaé shares will be delisted from the TSXV, and Yerbaé will apply to cease being a reporting issuer in Canada.

Board of directors and corporate governance

• Yerbaé CEO Todd Gibson will join the Safety Shot board at closing and continue as Yerbaé’s CEO.

• The combined company will be led by an experienced management team from both organizations.