SCOTTSDALE, AZ--(Marketwired - March 30, 2017) - Upper Street Marketing, Inc. (OTC PINK: UPPR) announced today that the company entered into a Share Exchange Agreement with Ennoble Progressive Beverage Distribution Inc. ("Ennoble"). Pursuant to the Share Exchange Agreement, Upper Street Marketing issued 54,650,001 shares of common stock to the Ennoble stockholders in exchange for all of the issued and outstanding shares of common stock of Ennoble. Following the share exchange, the Ennoble shareholder hold an aggregate of approximately 74.6% of the issued and outstanding shares of common stock of Upper Street Marketing, and Ennoble is a wholly owned subsidiary of Upper Street Marketing. Ennoble is an adult beverage company which distributes Franks Red Hot Bloody Mary.
In conjunction with the share exchange, Upper Street Marketing, Ennoble and the stockholders of Ennoble entered into an Escrow Agreement, pursuant to which all stock certificates representing the shares of common stock the subject of the Share Exchange Agreement are held in escrow, subject to Upper Street Marketing being able to be audited under U.S. GAAP not later than June 25, 2017, and all issued and outstanding securities of Upper Street Marketing, not including the 54,650,001 shares of common stock issued under the Share Exchange Agreement or 18,581,400 shares of common stock of Upper Street Marketing issued and outstanding immediately prior to the Share Exchange Agreement, being canceled or repurchased by Upper Street Marketing not later than June 25, 2017. If such conditions are not met, the Escrow Agreement provides that all stock certificates shall be returned to their respective owners prior to the Share Exchange Agreement, effectively terminating the Share Exchange Agreement.
Also in connection with the share exchange, Brian Johnston and Guirec Danno were appointed to the board of directors of Upper Street Marketing, where they have a combined majority vote, and Brian Johnston has been appointed President and Chief Executive Officer. Regarding the share exchange, Mr. Johnston commented, "This is an outstanding opportunity for Upper Street Marketing and Ennoble. Upper Street had devoted substantial effort to seeking out the acquisition of a business opportunity to enhance shareholder value, and I believe Upper Street Marketing found that in Ennoble. The transaction also offers the potential for Ennoble to more rapidly develop its beverage distribution business model, which benefits the Ennoble shareholders. In addition to being in a position where Ennoble can employ our capital to drive organic growth, as a public entity, we anticipate being able to grow our market share by acquisitions using our equity securities."
About Upper Street Marketing
Upper Street Marketing combines decades of tactical branding experience with research-based intelligence to uncover, invest in -- and expedite the growth of -- companies displaying outstanding management and ROI potential. Upper Street Marketing is committed to its shareholders first and ascribes to a business ideology promoting transparency, visibility, growth and value.
About Ennoble Progressive Beverage Distribution
Ennoble Beverages is a US based distribution company specializing in developing and commercializing breakthrough innovations in the alcoholic beverage category. Ennoble beverages is led by a senior team of Industry experts with over 100-year combined experience in alcoholic beverages in North America and globally.
Cautionary Language Concerning Forward-Looking Statements
Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to the Company or its management, identify forward-looking statements. These statements are based on current expectations, estimates, and projections about the Company's business, based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. Such statements could be affected by risks and uncertainties related to: (i) our ability to integrate Ennoble Progressive Beverage Distribution Inc. into the Company's operations, (ii) product demand, market, and customer acceptance of the Company's products, (iii) the Company's ability to obtain financing to expand our operations, (iv) the Company's ability to attract qualified sales representatives, (v) competition, pricing and development difficulties, (vi) the Company's ability to conduct the business if there are changes in laws, regulations, or government policies related to the Company's products, (vii) the Company's ability to conduct operations if it faces product recalls, and (viii) general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on Upper Street Marketing's and Ennoble Progressive Beverage Distribution Inc.'s websites does not constitute a part of this release.