TORONTO, Sept. 28, 2021 /CNW/ - GreenSpace Brands Inc.
("GreenSpace" or the "Company") (TSXV: JTR), a leader
within the organic and plant-based food industry, is pleased to
announce that it has successfully closed its previously announced
bought deal private placement financing of 47,955,000 units
(the "Units") of the Company at a price of $0.06 per Unit for gross proceeds of $2,877,300 (the "Offering"). This includes
the exercise by the Underwriters (as defined below) of their
over-allotment option. The Company intends to use the net proceeds
of the Offering for working capital, investments in innovation,
geographic and channel expansion, and general corporate
purposes.
Each Unit consists of one common share in the capital of the
Company ("Common Share") and one-half of one Common Share
purchase warrant (each whole warrant, a "Warrant").
Each Warrant will entitle the holder of the Warrant to purchase one
Common Share for $0.09 for up to 24
months from the date of issuance thereof.
The Offering was made through lead underwriter PI Financial
Corp., and Canaccord Genuity Corp. (collectively, the
"Underwriters"). In connection with the Offering, the
Underwriters received, as compensation: (i) cash commission of
$163,683; and (ii) non-transferrable
broker warrants exercisable at $0.06
per Common Share until the day that is 18 months from the closing
date to acquire an aggregate of 2,728,050 Common Shares.
All securities issued or issuable under the Offering will be
subject to a statutory hold period of four months plus one day from
the closing date in accordance with applicable securities
legislation. The Offering remains subject to final acceptance of
the TSX Venture Exchange ("TSXV"). The TSXV has
conditionally approved the listing of all Common Shares issuable
under the Offering.
RELATED PARTY TRANSACTIONS
PenderFund Capital
Management Ltd., an insider and control person of the Company
("PenderFund"), participated in the Offering. On closing of
the Offering, PenderFund and its affiliates beneficially own or
control, directly or indirectly, 165,073,028 Common Shares,
representing 32.9% of the issued and outstanding Common Shares (on
a non-diluted basis).
Shawn Warren, President and Chief
Executive Officer of the Company, subscribed for 1,750,000 Units
under the Offering. On closing of the offering, Shawn Warren beneficially owns or controls,
directly or indirectly, 3,750,000 Common Shares, representing 0.7%
of the issued and outstanding Common Shares (on a non-diluted
basis).
The Offering constituted a "related party transaction" under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101") as certain
investors, PenderFund and Shawn
Warren, are related parties (as defined in MI 61-101) of the
Company. The Company relied on the exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of related party participation in the Offering as the
Company is listed on the TSXV and neither the fair market value (as
determined under MI 61-101) of the subject matter of, nor the fair
market value of the consideration for, the transaction, insofar as
it involves the related parties, exceeded 25% of the Company's
market capitalization (as determined under MI 61-101).
PIVOT FINANCIAL INC.
As previously announced on
September 10, 2021, the Company and
Pivot Financial Inc. ("Pivot") have agreed to an extension
of its term loan facility, with renewal fees of $100,000 to be paid to Pivot in the form of
shares. The issuance of these bonus shares has been approved by the
Company's board of directors and the TSX Venture Exchange has
accepted the issuance of 1,428,572 common shares in connection with
the credit facility. These shares are issued at a deemed price of
$0.07. These shares have a hold
period of four months and one day from the date of issue.
ABOUT GREENSPACE BRANDS INC.:
GreenSpace is a North
American organic and plant-based food business that develops,
markets and sells premium food products to consumers within the
fast-growing natural and organic food categories. GreenSpace owns
LOVE CHILD ORGANICS, a producer of 100% organic food for infants
and toddlers made with natural and nutritionally-rich ingredients,
CENTRAL ROAST, a clean snacking brand featuring a wide assortment
of organic nut and seed mixes and GO VEGGIE, one of the pioneers
and leaders in the US plant-based dairy market. All brands
are wholly-owned and are sold in a variety of online, natural and
retail grocery locations.
For more information, visit www.greenspacebrands.ca and
GreenSpace's filings are also available at
www.SEDAR.com.
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 or to, or for the account of
benefit of, US persons absent registration or an applicable
exemption from the registration requirements. This news 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION:
Certain statements in this document
constitute forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements include, but
are not limited to, statements made concerning the Company's
objectives, strategies to achieve those objectives, as well as
statements with respect to management's beliefs, plans, estimates,
and intentions, and similar statements concerning anticipated
future events, results, circumstances, performance or expectations
that are not historical facts. Forward-looking statements generally
can be identified by the use of forward-looking terminology such as
"outlook", "objective", "may", "will", "expect", "intend",
"estimate", "anticipate", "believe", "should", "plans" or
"continue", or similar expressions suggesting future outcomes or
events. Such forward-looking statements reflect management's
current beliefs and are based on information currently available to
management. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those contemplated by such statements, and there can be no
assurance that actual results will be consistent with these
forward-looking statements. Factors that could cause such
differences include: the intended use of the net proceeds of the
Offering; general and market conditions (including equity,
commodity, foreign exchange and interest rate); increased funding
costs and market volatility due to market illiquidity and
competition for funding; operational outcomes; capital adequacy;
the general business and economic conditions in the regions in
which the Company operates; the ability of the Company to execute
on key priorities; the ability to implement business strategies and
pursue business opportunities; the failure of third parties to
comply with their obligations to the Company or its affiliates; the
impact of new and changes to, or application of, current laws and
regulations; critical accounting estimates and changes to
accounting standards, policies, and methods used by the Company;
the occurrence of natural and unnatural catastrophic events and
claims resulting from such events; and risks related to COVID-19
including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, nonessential business
closures, quarantines, self isolations, shelters-in-place and
social distancing, disruptions to markets, economic activity,
financing, and supply chains, and a deterioration of general
economic conditions including a possible national or global
recession, and as described from time to time in the reports and
disclosure documents filed by the Company with Canadian securities
regulatory agencies and commissions. This list is not exhaustive of
the factors that may impact the Company's forward-looking
statements. These and other factors should be considered carefully,
and readers should not place undue reliance on the Company's
forward-looking statements. As a result of the foregoing and other
factors, no assurance can be given as to any such future results,
levels of activity or achievements or levels of dividends and
neither the Company nor any other person assumes responsibility for
the accuracy and completeness of these forward-looking statements.
The factors underlying current expectations are dynamic and subject
to change. All forward-looking statements in this press release are
qualified by these cautionary statements. The forward-looking
statements contained herein are made as of the date of this press
release, and except as required by applicable law, the Company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Neither the TSX Venture Exchange nor its regulation services
provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE GreenSpace Brands Inc.
