TORONTO, Feb. 28,
2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV:
PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), is
pleased to announce that it has received TSX Venture Exchange
("TSXV") acceptance for issuance of bonus warrants as part
of the loan transaction announced on February 2, 2023 pursuant to which GFI obtained
an unsecured term loan of $3.0
million ($2.9 million, net of
the cash commitment fee) (the "Loan") from a significant
shareholder, 35 Oak Holdings Ltd. ("35 Oak").
As a condition of the Loan, on February
28, 2023, the Company issued 2,500,000 non-transferable
common share purchase warrants (the "Bonus Warrants")
to 35 Oak, each Bonus 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. The Bonus Warrants will expire one year from issuance on
February 28, 2024. The Warrants will
be subject to a hold period of four months and a day from the date
of issuance, ending on June 29,
2023. The issuance of the Warrants is exempt from prospectus
requirements based on the exemption set out under Section 2.3 of
National Instrument 45-106 – Prospectus Exemptions as 35 Oak
is an accredited investor. There are no additional fees or
commissions associated with the Loan.
35 Oak - Early Warning Report
This press release is additionally being issued in connection
with the filing of an early warning report (the "Early Warning
Report") pursuant to the requirements of National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues regarding the acquisition of
securities of the Company. As a condition of the Loan, on
February 28, 2023, 35 Oak with an
address for service at 35 Oak Street, Toronto, Ontario M9N 1A1 acquired 2,500,000
Bonus Warrants. The Bonus Warrants were a material inducement to 35
Oak disbursing the Loan.
Immediately before the acquisition of the Bonus Warrants
("Acquisition"), 35 Oak had direct and indirect ownership
and control of a total of 14,250,518 common shares of the Company
("Common Shares") (including 12,094,834 Common Shares,
1,405,684 warrants and 750,000 stock options of the Company).
Following completion of the Acquisition, 35 Oak now has direct and
indirect ownership and control of a total of 16,750,518 Common
Shares (including 12,094,834 Common Shares, 3,905,684 warrants and
750,000 stock options of the Company), representing approximately
18.3% of the issued and outstanding Common Shares on a non-diluted
basis and 24.6% of the issued and outstanding Common Shares on a
partially diluted basis.
35 Oak holds the securities of the Company for investment
purposes and does not have any current intentions to increase or
decrease their respective beneficial ownership or control or
direction over any additional securities of the Company. 35 Oak
may, from time to time and depending on market and other
conditions, acquire additional Common Shares and/or other equity,
debt or other securities or instruments of the Company in the open
market or otherwise, and reserve the right to dispose of any or all
of the securities in the open market or otherwise at any time and
from time to time, and to engage in similar transactions with
respect to the securities, the whole depending on market
conditions, the business and prospects of the Company and other
relevant factors.
The Early Warning Report will be filed by 35 Oak in accordance
with applicable securities laws.
To obtain a copy of the Early Warning Report, please
contact:
Bill Murray, CFO of the
Company
Phone: 416-840-6801
Email: bill.murray@gfiglobalfood.com
The Company's head office is located at 43 Colborne Street,
Suite 400 Toronto, Ontario M5E
1E3.
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 may contain certain forward-looking
information and statements ("forward-looking information")
within the meaning of applicable Canadian securities legislation,
that are not based on historical fact. Forward-looking statements
include 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 business
vision of GFI,. 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