UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2006
Commission File Number 0-15276
CLEARLY CANADIAN BEVERAGE CORPORATION
(Translation of registrant's name into English)
2267 West 10th Avenue,
Vancouver, British Columbia, Canada V6K 2J1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
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Form 40-F. |
Form 20-F x Form 40-F o |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No x
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82 - o
CLEARLY CANADIAN ANNOUNCES COMPLETION OF $2.625m FINANCING
VANCOUVER, B.C., MAY 30, 2006 — Clearly Canadian Beverage Corporation (OTCBB: CCBEF) Vancouver, British Columbia (OTCBB: CCBEF – News) announced today that it has completed a series of non-brokered private placements (the “Financing”) for a total sale of 1,312,500 common shares of the Company with an aggregate purchase price of US $2,625,000. In connection with the Financing, the Company is paying finders’ fees by issuing warrants, vesting immediately and expiring in one year, to purchase 91,525 common shares at a purchase price of US $2.25 per share and paying cash of US $313,800, of which US $130,750 is being paid to BG Capital Group Ltd., a controlling shareholder of the Company. BG Capital is entitled to return its portion of the finder’s fee to the Company, within one year, in return for being issued an equivalent amount in common shares based on a price of US $2.00 per share.
As a condition of the Financing, the participants in the $1,000,000 private placement which the Company completed in December 2005 have agreed to surrender all but 4,120,000 warrants (the “Warrants”) of the 20,000,000 warrants issued with that private placement.
“This financing is a further step for the Company to expand its marketing and sales efforts as its rebuilds the brand name Clearly Canadian,” said Brent Lokash president of Clearly Canadian. “The reduction in the capital of the Company also provides a improved base for building future shareholder value.”
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO US PERSONS
About Clearly Canadian
Based in Vancouver, B.C., Clearly Canadian Beverage Corporation markets premium alternative beverages and products, including Clearly Canadian® sparkling flavoured water and Clearly Canadian O+2® oxygen enhanced water beverage which are distributed in the United States, Canada and various other countries. Since its inception, the Clearly Canadian brand has sold over 90 million cases equating to over 2 billion bottles worldwide. Additional information about Clearly Canadian may be obtained at www.clearly.ca.
CLEARLY CANADIAN BEVERAGE CORPORATION
___________________________________
Brent Lokash, President
Forward Looking Statements
Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as “expects”, “intends”, “plans”, “may”, “could”, “should”, “anticipates”, “likely”, “believes”, “estimates”, “potential”, “predicts”, “continue” and words of similar import also identify forward-looking statements. Forward-looking statements are based on current facts and analysis and other information that are based on forecasts of future results, estimates of amounts not yet determined and assumptions of management, including, but not limited to, the Company’s belief that its new financing will assist the Company in expanding its sales and marketing efforts and that the reduction in its capital provides an improved base for building future shareholder value. These assumptions are subject to many risks, and actual results may differ materially from those currently anticipated. These risks include, by way of example and not in limitation, general economic conditions, changing beverage consumption trends of consumers, the Company’s ability to generate sufficient cash flows to support general operating activities and capital expansion plans, competition, pricing and availability of raw materials, the Company’s ability to maintain the current and future retail listings for its beverage products and to maintain favorable supply, production and distribution arrangements, laws and regulations and changes thereto that may affect the way the Company’s products are manufactured, distributed and sold and other factors beyond the reasonable control of the Company. Additional information on factors that may affect the business and financial results of the Company can be found in filings of the Company with the U.S. Securities and Exchange Commission and with the British Columbia and Ontario Securities Commissions.
For further information please contact:
Shareholder Relations (e-mail: investor@clearly.ca)
1 (800) 983-0993
CLEARLY CANADIAN BEVERAGE CORPORATION is the registered holder of various trademarks, including CLEARLY CANADIAN®. CLEARLY CANADIAN BEVERAGE CORPORATION, and its wholly owned subsidiaries, produce, distribute and market CLEARLY CANADIAN® and CANADIAN O+2®.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Clearly Canadian Beverage Corporation
/s/ Brent Lokash
Brent Lokash
President and Chief Financial Officer
Date: June 5, 2006