Planet Based Foods Provides Update on Private Placement

Rhea-AI Summary

Planet Based Foods (CSE: PBF, OTC Pink: PBFFF, FSE: AZ00) has announced a non-brokered private placement of subordinate voting shares at $0.10 per share, aiming to raise CAD $1,000,000. Coenda Investments Holding Corp. will purchase all shares, resulting in Coenda holding 49% of the company's issued shares. This transaction is exempt from security holder approval due to the company's serious financial difficulty. Proceeds will be used for general working capital and corporate purposes. The offering is expected to close on May 31, 2024, pending necessary approvals.

Positive

• Non-brokered private placement to raise CAD $1,000,000.
• Coenda Investments Holding Corp. purchasing 100% of shares.
• Proceeds to be used for general working capital and corporate purposes.
• Company's independent directors deem the offering in the best interest to keep the company solvent.

Negative

• Coenda will hold 49% of the company's issued shares, leading to significant control.
• The company is in serious financial difficulty, necessitating the offering.
• Exemption from security holder approval indicates potential governance concerns.

Vancouver, British Columbia--(Newsfile Corp. - May 29, 2024) - Planet Based Foods Global Inc. (CSE: PBF) (OTC Pink: PBFFF) (FSE: AZ00) ("Planet Based Foods" or the "Company"), a company that offers a wide range of hemp-based food alternatives, announces that further to Company's news releases dated December 1, 2023, January 19, 2024 and February 16, 2024, the Company intends to complete a non-brokered private placement of subordinate voting shares (a "Share") at a price of $0.10 per Share for gross aggregate proceeds of CAD $1,000,000 (the "Offering"). The Company anticipates closing the Offering on May 31, 2024.

Coenda Investments Holding Corp. ("Coenda") will be purchasing 100% of the Shares in the Offering which will result in Coenda holding 49% of the issued shares of the Company, on a non-diluted basis. As such, Coenda will become a new control person. Pursuant to Canadian Securities Exchange Policy 4, the Company will not be required to seek security holder approval for the creation of a new control person due to the Company being in serious financial difficulty. No related parties will be participating in the Offering. The Company's independent directors have determined that (a) the Offering is in the best interests of the Company and reasonable based on the Company's current financial circumstances in order keep the Company solvent; and (b) a rights offering to existing security holders on the same terms as the Offering would not be feasible to complete.

The net proceeds of the Offering will be used for general working capital and corporate purposes. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities Exchange.

About Planet Based Foods

The Company, through its wholly-owned subsidiary in San Diego, California, Planet Based Foods, is a producer of sustainable plant-based food alternatives. Planet Based Foods was founded in 2018 in San Diego, California, with a mission to build a better food system by providing hemp-formulated superfood products to people today that support our planet tomorrow. All Planet Based Foods products are 100% vegan. Planet Based Foods creates clean, non-GMO, nutrient-dense food built for the future: the first line of plant-based foods with sustainable hemp as the number-one ingredient. Founded by former nutrition coach and cannabis marketer Braelyn Davis, food scientist and plant-based pioneer Robert Davis, and restaurant industry veteran Ted Cash, the company aims to establish hemp as a nutrient-dense protein source to feed the world sustainably for generations to come. Planet Based Foods' suite of products includes its new consumer line of nutritious frozen foods, plant-based food ingredients and handheld comfort foods for food service and restaurants.

Additional information about the Company is available on SEDAR+ (www.sedarplus.ca). To subscribe to automated email alerts for future news and public filings, visit the Planet Based Foods website at www.planetbasedfoods.com.

On Behalf of the Board

Braelyn Davis
CEO and Co-Founder

Contact:
info@planetbasedfoods.com

Forward-Looking Statements

Certain statements included in this news release constitute "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" under applicable Canadian securities laws (collectively, "forward-looking statements"). Such statements include those identified by the expressions "anticipate", "assume" "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. These forward-looking statements or information relate to, among other things, the Offering and the closing thereof. These statements reflect the Company's current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, development of the industry in which the Company operates; risks associated with the conduct of the Company's business activities; risks relating to reliance on the Company's management team and outside contractors; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; laws and regulations governing the industry in which the Company operates; operating or technical difficulties; employee relations, labour unrest or unavailability; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and other risk factors disclosed in the Company's public disclosure documents available on the Company's profile at www.sedarplus.ca. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend and does not assume any obligation to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information other than as required by applicable law.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211006

FAQ

What is the price per share in the Planet Based Foods private placement?

The price per share in the Planet Based Foods private placement is $0.10.

How much does Planet Based Foods expect to raise from the private placement?

Planet Based Foods expects to raise CAD $1,000,000 from the private placement.

Who is purchasing the shares in the Planet Based Foods private placement?

Coenda Investments Holding Corp. will be purchasing 100% of the shares in the offering.

When is the closing date for the Planet Based Foods private placement?

The closing date for the Planet Based Foods private placement is expected to be May 31, 2024.

Why is Planet Based Foods not seeking security holder approval for the private placement?

Planet Based Foods is not seeking security holder approval due to the company being in serious financial difficulty.

What will the proceeds from the Planet Based Foods private placement be used for?

The proceeds will be used for general working capital and corporate purposes.