Goodfood Market Corp. (“Goodfood” or “the Company”) (TSX: FOOD), a
leading online grocery company in Canada, announced the renewal of
Automatic Securities Disposition Plans (“ASDPs”) by each of Chief
Executive Officer and Chairman Jonathan Ferrari and President and
Chief Operating Officer, Neil Cuggy.
The ASDPs, originally put in place in December
of 2020, allow for an orderly disposition of a small portion of
each of Mr. Ferrari’s and Mr. Cuggy’s shares in Goodfood at
prevailing market prices for personal financial planning
purposes.
Each of Mr. Ferrari and Mr. Cuggy intends to
have up to 472,000 common shares sold under their renewed ASDP. The
shares to be sold under the ASDPs represent approximately 4.85% of
each of Mr. Ferrari`s and Mr. Cuggy’s respective holdings of
outstanding shares in Goodfood. Sales of common shares will be
subject to a minimum price and a weekly limit of the number of
common shares to be sold as set out in the ASDPs
The shares will be sold over the course of
twelve months commencing on the third trading day following
announcement of Goodfood`s financial results for the period ending
December 4, 2021. The ASDPs provide for a waiting period of
the later of 45 days or the announcement of financial results for
Goodfood`s most recently completed financial period in the case of
any variation of the terms of the plan and two trading days in the
case of the announcement of a material change by the Company.
Canadian securities laws permit insiders to
adopt ASDPs to sell or otherwise transfer shares in the future in
accordance with the pre-arranged terms of their ASDP, on an
automatic basis, regardless of any subsequent material non-public
information they receive. Once an ASDP is established, the
shareholder is not permitted to exercise any further discretion or
influence over how dispositions will occur under the ASDP.
Sales of securities under the ASDP will be
effected by an independent securities broker in accordance with
general trading parameters set out by participants in the ASDP.
Participants in the ASDP will not exercise any further discretion
or influence over how dispositions will occur and is subject to
meaningful restrictions on the participant`s ability to modify,
suspend or terminate his participation in the ASDP.
Dispositions pursuant to the ASDP will be
reported by participants on SEDI in accordance with applicable
Canadian securities legislation. Each such filing will bear a
notation to advise readers that the dispositions relate to an
ASDP.
ABOUT GOODFOOD
Goodfood (TSX:FOOD) is a leading online grocery
company in Canada, delivering fresh meal solutions and grocery
items that make it easy for customers from across Canada to enjoy
delicious meals at home every day. Goodfood’s vision is to be in
every kitchen every day by enabling users to complete their grocery
shopping and meal planning in minutes. Goodfood clients have access
to a unique selection of online products as well as exclusive
pricing made possible by its world class direct-to-consumer
infrastructure and technology that eliminate food waste and costly
retail overhead. The Company’s main production facility and
administrative offices are based in Montreal, Québec, with
additional production facilities located in the provinces of
Québec, Ontario, Alberta, and British Columbia.
For further information:
Investors and
Media |
|
Jonathan RoiterChief Financial
Officer(855) 515-5191IR@makegoodfood.ca |
Roslane Aouameur Senior Director,
Financial Planning and Investor Relations(855)
515-5191IR@makegoodfood.ca |
FORWARD-LOOKING INFORMATION
This press 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", and "continue", as well as 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 on 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, 2020
available on SEDAR: limited operating history, negative operating
cash flow, food industry, COVID-19 pandemic as well as the impact
of the vaccine rollout, quality control and health concerns,
regulatory compliance, regulation of the industry, public safety
issues, product recalls, damage to Goodfood’s reputation,
transportation disruptions, storage and delivery of perishable
foods, product liability, unionization activities, consolidation
trends, ownership and protection of intellectual property, evolving
industry, reliance on management, factors which may prevent
realization of growth targets, competition, availability and
quality of raw materials, 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, limited number of products , conflicts of
interest, litigation, catastrophic events, risks associated with
payments from customers and third parties, being accused of
infringing intellectual property rights of others and, climate
change and environmental risks. 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 the
availability of capital resources, business performance, market
conditions, and customer demand. In addition, information and
expectations set forth herein are subject to and could change
materially in relation to developments regarding the duration and
severity of the COVID19 pandemic as well as the impact of the
vaccine rollout and its impact on product demand, labour mobility,
supply chain continuity and other elements beyond our control.
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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