PEAS Global Food And Ingredients Ltd

TORONTO, May 19, 2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), announced today that it has completed the previously announced sale of certain assets ("Purchased Assets") of its subsidiary, GFI Brands Inc., as they relate to the division of Yofiit, a premium plant-based milk and snack food operation ("Yofiit") to 14901100 Canada Inc., a corporation controlled by Marie Amazan and Felix Amazan, the former owners (the "Purchasers" and such transaction, the "Transaction").

In accordance with the asset purchase agreement ("APA") dated May 1, 2023 between GFI and the Purchasers, the aggregate purchase price of $2,978,000 for the Purchased Assets (the "Purchase Price") was satisfied by: (i) the issuance by the Purchasers of a note in the principal amount of $2,700,000 in favour of GFI (the "Note"); and (ii) the Share Repurchase Amount (as defined below). 

In accordance with the terms of the Note, the Purchasers will have an interest holiday period until the day that is 18 months from the closing (the "Interest Holiday Period"), following which the Note will bear interest at 10% per annum on any outstanding amounts. If any principal amount owning under the Note remains outstanding following the Interest Holiday Period, the Company will be entitled a royalty of the Purchaser's quarterly sales, with the royalty percentage adjusted according to the outstanding amount owing under the Note. The Note will mature 36 months from closing and be secured against the Purchased Assets, inventory of the business and other assets of the Purchasers pursuant to a general security agreement entered into between the parties.

In addition, the parties executed an inventory purchase agreement whereby the Yofiit products will continue to be held by GFI at closing and sold to the Purchasers over a period of six months following closing.

Simultaneously with the closing of the Transaction, GFI entered into a share purchase agreement with Marie Amazan and Felix Amazan to repurchase for cancellation an aggregate of 1,000,000 shares in the capital of GFI ("Shares" and such repurchase, the "Share Repurchase"), on a non-cash basis for a deemed aggregate purchase price of $278,000 (the "Share Repurchase Amount").

The Transaction constitutes a "related party transaction" of GFI, within the meaning of Multilateral Instrument 61-101 – Protections of Minority Security Holders in Special Transactions ("MI 61-101") as Marie Amazon is the co-founder and President of YoFiit. The Company determined that the Transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively.

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: Pea Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food Ingredients and Plant-Based Consumer Goods. 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.

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.

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 repayment of the Note and the business vision of GFI. 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.sedar.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.

W: www.gfiglobalfood.com
S: https://linktr.ee/gfi.globalfood

SOURCE Global Food and Ingredients