THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE
UNITED STATES OR TO U.S. NEWS AGENCIES
Goodfood Market Corp. (“Goodfood” or the
“Company”) (TSX: FOOD) is pleased to announce that it has closed
its previously announced public offering (the “Offering”) of
$30,000,000 aggregate principal amount of 5.75% convertible
unsecured subordinated debentures of the Company
(the “Debentures”) due March 31, 2027, at a price of $1,000
(the “Offering Price”) per $1,000 principal amount of Debentures,
through a syndicate of underwriters co-led by Desjardins Capital
Markets and National Bank Financial Inc. (together, the “Co-Lead
Underwriters”), and including CIBC World Markets Inc., RBC Dominion
Securities Inc., Scotia Capital Inc., Canaccord Genuity Corp.,
Raymond James Ltd., Stifel Nicolaus Canada Inc. and Acumen Capital
Finance Partners Limited (collectively with the Co-Lead
Underwriters, the “Underwriters”).
The Debentures will bear interest at a rate of
5.75% per annum, payable semi-annually on March 31 and September 30
of each year, commencing on September 30, 2022. The Debentures will
be convertible at the holder’s option into Goodfood common shares
(the “Common Shares”) at a conversion price of $4.60 per Common
Share, representing a conversion rate of 217.3913 Common Shares per
$1,000 principal amount of Debentures. The Debentures will be
direct, subordinated unsecured obligations of the Company,
subordinated to any senior indebtedness of the Company, including
the Company's revolving credit facility, and ranking equally with
one another and with all other existing and future subordinated
unsecured indebtedness of the Company to the extent subordinated on
the same terms. The Debentures will mature on March 31, 2027 and
may be redeemed by Goodfood, in certain circumstances, on or after
March 31, 2025. The Debentures will be listed and posted for
trading on the Toronto Stock Exchange under the symbol “FOOD.DB.A”
at the opening of markets today.
An over-allotment option granted by the Company
to the Underwriters for $4,500,000 aggregate principal amount of
additional Debentures at the Offering Price remains exercisable by
the Underwriters, in whole or in part, at any time until 30 days
after the date hereof.
The Company intends to use the net proceeds from
the Offering to accelerate the scaling of Goodfood’s on-demand
grocery and meal solutions network, through the signing of multiple
incremental new micro-fulfillment centers leases, fund their
required capital expenditures as well as their initial start-up and
expenses, and for general corporate purposes.
Hamnett Hill, Donald Olds, François Vimard and
Terry Yanofsky, all independent directors of the Company, have
purchased an aggregate of $415,000 principal amount of Debentures
under the Offering. Their participation is considered to be a
“related party transaction” as defined in Regulation 61-101
respecting Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The participation of such insiders is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
securities issued to such insiders nor the consideration for such
securities exceeds 25% of the Company’s market capitalization. The
Company did not file a material change report 21 days prior to
closing of the Offering as the details of the participation of
insiders of the Company in the Offering had not been confirmed at
that time. The Offering, including the insiders’ participation
therein, has been approved by the board of directors of the
Company.
The Debentures offered, and the Common Shares
issuable on conversion, redemption or maturity thereof, have not
and will not be registered under the U.S. Securities Act of 1933,
as amended (the “1933 Act”), and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements under the 1933 Act. This press
release does not constitute an offer to sell or a solicitation of
any offer to buy Debentures or Common Shares in the United
States.
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 customers to complete their
grocery shopping and meal planning in minutes and to receive their
order in as little as 30 minutes. Goodfood customers have access to
a unique selection of online products as well as exclusive pricing
made possible by its direct-to-consumer infrastructures 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. www.makegoodfood.ca
FURTHER INFORMATION: |
|
Investors |
Media |
Jonathan RoiterChief Financial
Officer Phone: (855) 515-5191 Email: IR@makegoodfood.ca |
Roslane AouameurVice President,
Corporate DevelopmentPhone: (855) 515-5191Email:
media@makegoodfood.ca |
FORWARD-LOOKING STATEMENTS
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,
assumptions, estimates and intentions, including, without
limitation, statements concerning the anticipated use of net
proceeds from the Offering. 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 trends,
current condition 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
risks factors which are discussed under “Risk Factors” in the
prospectus of the Company dated February 4, 2022 available on SEDAR
at www.sedar.com and 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, 2021 available on
SEDAR at www.sedar.com: 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, failure to attract or retain key
employees which may impact the Company’s ability to effectively
operate and meet its financial goals, factors which may prevent
realization of growth targets, inability to effectively react to
changing consumer trends, competition, availability and quality of
raw materials, environmental and employee health and safety
regulations, the inability of the Company’s IT infrastructure to
support the requirements of the Company’s business, online security
breaches, disruptions and denial of service attacks, 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. This is not an exhaustive list of risks that
may affect the Company’s forward-looking statements. Other risks
not presently known to the Company or that the Company believes are
not significant could also cause actual results to differ
materially from those expressed in its forward-looking statements.
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 COVID-19 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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