Goodfood Market Corp. Announces Exercise of Initial Portion of Over‑Allotment Option in Connection With Previously-Announce...
May 16 2018 - 1:57PM
Goodfood Market Corp. (the “Company”) (TSX:FOOD) announced today
that a syndicate of underwriters led by GMP Securities L.P. (the
“Lead Underwriter”, and collectively with the syndicate of
underwriters, the “Underwriters”), have exercised the initial
portion of their previously-granted option (the “Over-Allotment
Option”) to purchase an additional 200,000 common shares of the
Company (the “Common Shares”) at a price of $2.50 per Common Share
(the “Offering Price”). All of the Common Shares to be sold
under this initial partial exercise of the Over‑Allotment Option
will be purchased from the founders of the Company, Jonathan
Ferrari, Neil Cuggy and Raffi Krikorian (the “Selling
Shareholders”), rather than from the Company and the Selling
Shareholders on a pra-rata basis, for gross proceeds to the Selling
Shareholders of $500,000 in the aggregate.
The Over-Allotment Option to purchase up to an
additional 600,000 Common Shares was granted in connection with the
bought deal financing by way of a short form prospectus filed in
British Columbia, Alberta, Ontario and Québec, of 4 million Common
Shares at the Offering Price for gross proceeds to the Company of
approximately $10 million (the “Offering”) and is exercisable, in
whole or in parts, for 30 days following the closing of the
Offering which took place on May 7, 2018.
The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
About Goodfood
Goodfood is Canada’s leading meal kit company,
delivering fresh ingredients that make it easy for subscribers to
prepare delicious meals at home every week. Goodfood’s objective is
to take the hassle out of cooking, leaving subscribers with the fun
part - cooking, sharing with family and eating. Subscribers select
their favorite recipes from a variety of original dishes online.
The Company prepares a personalized box of fresh ingredients and
delivers it to the subscriber's doorstep with easy step-by-step
instructions. Headquartered in Montréal, Canada, Goodfood had
61,000 active subscribers as of February 28, 2018.
www.makegoodfood.ca.
For
further information: |
|
Investors |
Media |
Philippe
Adam, Chief Financial Officer |
Alex-Sandra
Thibault, Senior Consultant |
(855)
515-5191 |
(514)
843-2375 |
IR@makegoodfood.ca |
athibault@national.ca |
Caution Regarding Forward-Looking
Statements
This release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Such forward-looking information includes, but is not
limited to, information with respect to our objectives and the
strategies to achieve these objectives, as well as information with
respect to our beliefs, plans, expectations, anticipations,
estimates and intentions. This forward-looking information is
identified by the use of terms and phrases such as “may”, “would”,
“should”, “could”, “expect”, “intend”, “estimate”, “anticipate”,
“plan”, “foresee”, “believe”, or “continue”, the negative of these
terms and similar terminology, including references to assumptions,
although not all forward-looking information contains these terms
and phrases. Forward-looking information is provided for the
purposes of assisting the reader in understanding the Company and
its business, operations, prospects and risks at a point in time in
the context of historical and possible future developments and
therefore the reader is cautioned that such information may not be
appropriate for other purposes. Forward-looking information is
based upon a number of assumptions and is subject to a number of
risks and uncertainties, many of which are beyond our control,
which could cause actual results to differ materially from those
that are disclosed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, the following risk factors which are discussed in
greater detail under “Risk Factors” in the Company’s Annual
Information Form for the year ended August 31, 2017 available on
SEDAR at www.sedar.com: limited operating history, negative
operating cash flow, food industry, quality control and health
concerns, regulatory compliance, regulation of the industry, public
safety issues, product recalls, damage to Goodfood’s reputation,
transportation disruptions, product liability, ownership and
protection of intellectual property, evolving industry, reliance on
a single facility, unionization activities, reliance on management,
factors which may prevent realization of growth targets,
competition, availability and quality of raw materials, limited
number of products, environmental and employee health and safety
regulations, online security breaches and disruption, reliance on
data centers, open source license compliance, future capital
requirements, operating risk and insurance coverage, management of
growth, conflicts of interest, litigation, and catastrophic events.
Although the forward-looking information contained herein is based
upon what we believe are reasonable assumptions, readers are
cautioned against placing undue reliance on this information since
actual results may vary from the forward-looking information.
Certain assumptions were made in preparing the forward-looking
information concerning availability of capital resources, business
performance, market conditions, and customer demand. Consequently,
all of the forward-looking information contained herein is
qualified by the foregoing cautionary statements, and there can be
no guarantee that the results or developments that we anticipate
will be realized or, even if substantially realized, that they will
have the expected consequences or effects on our business,
financial condition or results of operation. Unless otherwise noted
or the context otherwise indicates, the forward-looking information
contained herein is provided as of the date hereof, and we do not
undertake to update or amend such forward-looking information
whether as a result of new information, future events or otherwise,
except as may be required by applicable law.
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