Funding to be used for the completion of
internal projects and working capital
TORONTO, Feb. 2, 2023
/CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX:
PEASF) ("GFI" or the "Company"), is pleased to
announce that it has arranged a $3.0
million debt financing (the "Loan") with a
significant shareholder, 35 Oak Holdings Ltd. ("35
Oak").
Under the terms of the Loan, the Company will receive a term
loan of $3.0 million ($2.9 million, net of the cash commitment fee) is
advanced to the Company immediately. The Loan is subordinated to
the Company's senior debt and matures in one year, when the
principal and accrued and unpaid interest are due in full. The Loan
bears interest at a rate of 15% per annum. The Loan and accrued
interest are repayable at any time by the Company without penalty.
As additional consideration for providing the Loan, the Company
will issue non-transferable warrants (each, a "Warrant") to
purchase an aggregate of 2,500,000 common shares of the Company to
35 Oak, each Warrant entitling the holder to acquire one common
share of the Company (each, a "Warrant Share") at an
exercise price of $0.60 per Warrant
Share for a period of two years from the date of issuance of the
Warrants. The issuance of the Warrants is subject to approval of
the TSX Venture Exchange (the "TSXV"). There are no
additional fees, financial covenants or security associated with
the Loan.
The proceeds from the Loan will be used to (a) fund capital and
related expenditures for existing projects, and (b) provide general
working capital to help fund the Company's growth
opportunities.
The Loan constitutes a "related party transaction" as defined
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101")
as 35 Oak is a related party of the Company given its greater than
10% beneficial shareholding of the Company. The Company has relied
on exemptions contained in section 5.5(a) and 5.7(1)(a) of MI
61-101 from the valuation and minority shareholder approval
requirements in MI 61-101 in respect of the Loan since neither the
fair market value of the Loan, nor the fair market value of the
consideration for the Loan, exceeds 25% of the Company's market
capitalization. The Company will file a material change report in
respect of the Loan. The material change report will be filed less
than 21 days prior to the closing of the Loan since the terms and
conditions of the Loan were not agreed upon until shortly prior to
closing of the Loan.
About GFI
GFI is a fast-growing Canadian plant-based food and ingredients
company, connecting the local farm to the global supply chain for
peas, beans, lentils, chickpeas and other high protein specialty
crops. GFI is organized into four primary business lines: Pea
Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food
Ingredients and Plant-Based Consumer Packaged Goods. Headquartered
in Toronto, GFI buys directly from
its extensive network of farmers, processes its products locally at
its four wholly-owned processing facilities in Western Canada and ships to 37 countries
across the world.
GFI's vision is to become a vertically integrated farm-to-fork
plant-based company providing traceable, locally sourced, healthy
and sustainable food and ingredients. Through recent
acquisition and development activities, GFI now offers a full suite
of Plant-Based Consumer Packaged goods with over 20 SKUs under the
Yofiit, Bentilia and Five Peas in Love brands.
Disclaimer
Neither the TSXV nor its Regulation Service Provider (as defined
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this press release.
Forward-Looking
Information
This press release contains certain forward-looking information
and statements ("forward-looking information") within the meaning
of applicable Canadian securities legislation, that are not based
on historical fact, including without limitation statements
containing the words "believes", "anticipates", "plans", "intends",
"will", "should", "expects", "continue", "estimate", "forecasts"
and other similar expressions. Forward-looking information in this
press release includes without limitation statements relating to
the issuance of the Warrants and approval of the TSXV therefor, the
use of proceeds of the Loan and the ability of GFI to scale its
business units and grow revenues with proceeds of the Loan. Readers
are cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements. GFI undertakes no
obligation to comment on analyses, expectations or statements made
by third-parties in respect of GFI, its securities, or financial or
operating results (as applicable). Although GFI believes that the
expectations reflected in forward-looking information in this press
release are reasonable, such forward-looking information has been
based on expectations, factors and assumptions concerning future
events which may prove to be inaccurate and are subject to numerous
risks and uncertainties, certain of which are beyond GFI's control,
including the risk factors discussed in GFI's annual information
form for the year ended March 31,
2022, which are incorporated herein by reference and are
available through SEDAR at www.sedar.com. The forward-looking
information contained in this press release is expressly qualified
by this cautionary statement and is given as of the date hereof.
GFI disclaims any intention and has no obligation or
responsibility, except as required by law, to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise.
SOURCE Global Food and Ingredients