TORONTO, Aug. 14,
2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV:
PEAS) (OTCQX: PEASF) ("GFI" or the "Company"),
announced today that it has created a new subsidiary named Big Sky
Milling Inc. ("Big Sky") as part of the previously announced
planned minority investment in its pet food ingredients division
(the "Pet Food Transaction") with 35 Oak Holdings Ltd.
("35 Oak"). GFI will be transferring all of its pet
food ingredients assets and business into Big Sky, which will be
fully dedicated to serving the North American pet food industry
with existing products as well as new growth planned through
product expansion and new investments. As GFI completes the
formation of the new dedicated pet food operations under the Big
Sky brand, 35 Oak has advanced a $3.0
million deposit for the pending investment. GFI may
immediately use such advance in funding its day-to-day operations.
GFI is working to complete the Pet Food Transaction reorganization
in September 2023, subject to
completion of definitive agreements, satisfaction of customary
closing conditions, and receipt of regulatory approvals, including
the approval of the TSXV.
35 Oak's participation in the Pet Food 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 35 Oak is a shareholder of the Company. The Company determined
that the Pet Food 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(e) and 5.7(1)(c) of MI 61-101,
respectively, as the Pet Food Transaction is supported by a control
person of the Company in the circumstances described in section
5.5(e) of MI 61-101.
About GFI
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: Core Ingredients,
Value-Added Ingredients, Plant-Based Pet Food Ingredients and
Downstream Products. 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.
Disclaimer
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.
Forward-Looking
Information
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 Pet Food
Transaction, the transfer of its pet food ingredients assets and
business to Big Sky and the terms and conditions, closing date and
impacts thereof. 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