GFI Announces Signing of Definitive Agreements for Investments in Its Pet Food Division
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Transactions generate investment capital of
TORONTO, ON / ACCESSWIRE / January 16, 2024 / Global Food and Ingredients Ltd. (TSXV:PEAS) ("GFI" or the "Company"), announced today that it has entered into definitive agreements relating to the previously announced transactions to raise approximately
The proceeds from the Transactions will be used by the Company's core ingredients division to refinance existing loans and unlock liquidity to invest in further growth of the operation. Under the terms of the Pet Food Transaction, the Company's core ingredients division will enter into a management services agreement with Big Sky which will result in recurring annual revenue of a minimum of
The Transactions are expected to close on or about January 31, 2024.
Pet Food Transaction
Under the Pet Food Transaction, the Company will transfer all of the assets and liabilities associated with the pet food ingredients business to a recently formed subsidiary, Big Sky. As part of the Pet Food Transaction, the Company will raise
In addition to the Subscription Proceeds, Big Sky will raise a two-year committed
As consideration for providing the Pet Food Loans, the Company will issue 35 Oak non-transferrable warrants (the "Warrants", and each, a "Warrant") to purchase an aggregate of 3,250,000 common shares of the Company (each, a "Common Share"), each Warrant entitling 35 Oak to acquire one Common Share at an exercise price of
Subordinated Loan
Concurrent with the close of the Pet Food Transaction, 35 Oak will issue a
The Transactions are subject to customary closing conditions and receipt of regulatory and financing approvals, including the approval of the TSXV.
The Transactions constitute "related party transactions" of GFI, within the meaning of Multilateral Instrument 61-101 - Protections of Minority Security Holders in Special Transactions ("MI 61-101") as 35 Oak is a shareholder of the Company. The Company determined that the Transactions are exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(e) and 5.7(1)(c) of MI 61-101, respectively, as the Transactions are supported by a control person of the Company in the circumstances described in section 5.5(e) of MI 61-101.
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's vision is to become a vertically integrated farm-to-fork plant-based company providing traceable, locally sourced, healthy and sustainable food and ingredients. GFI is organized into four primary business lines: Core Ingredients, Value-Added Ingredients, Plant-Based Pet Food Ingredients and Downstream Products. 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.
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 Pet Food Transaction the Pet Food Loans, the Subordinated Loan, including the terms and conditions, closing date and impacts thereof. 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.sedarplus.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.
Contact Information
For further information, please contact:
GLOBAL FOOD AND INGREDIENTS LTD.
Bill Murray
Chief Financial Officer
T: 416-840-6801
E: bill.murray@gfiglobalfood.com
W: www.gfiglobalfood.com
S: https://linktr.ee/gfi.globalfood
SOURCE: Global Food and Ingredients
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FAQ
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