/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, April 11,
2022 /CNW/ - Pivotal Financial Corp. (TSXV: PIV.P)
("Pivotal"), a capital pool company ("CPC") listed on
the TSX Venture Exchange (the "Exchange"), and Global Food
and Ingredients Inc. ("GFI"), a private corporation
incorporated under the Canada Business Corporations Act (the
"CBCA") with operations in the plant-based food and
ingredients industry, are pleased to announce that GFI intends to
conduct a brokered financing for aggregate gross proceeds of up to
$5,000,000 (the
"Offering").
The Offering will be marketed, on a "best efforts" private
placement basis, by a syndicate of agents led by Echelon Wealth
Partners Inc. ("Echelon") as sole bookrunner and co-lead
agent and PI Financial Corp as co-lead agent, and including
Canaccord Genuity Corp. (collectively, the "Agents"). The
Offering is being conducted in connection with the proposed
business combination between Pivotal and GFI (the "Proposed
Transaction"), as previously announced and described in press
releases dated August 9, 2021,
November 8, 2021 and January 17, 2022, that would result in the
reverse takeover of Pivotal by GFI (Pivotal, as it will exist
following the completion of the Proposed Transaction, the
"Resulting Issuer") and would constitute Pivotal's
"Qualifying Transaction" as such term is defined under Policy 2.4 -
Capital Pool Companies of the Exchange.
Pursuant to the Offering, GFI will offer for sale subscription
receipts of GFI (each, a "Subscription Receipt") at a price
of $1.25 per Subscription Receipt
(the "Offering Price"). Upon the satisfaction of certain
escrow release conditions customary for this type of transaction
(the "Escrow Release Conditions"), each Subscription Receipt
will, pursuant to its terms and pursuant to the Proposed
Transaction, result in the holder thereof being issued, for no
additional consideration and without any further action by its
holder, one unit of the Resulting Issuer (a "Resulting Issuer
Unit"). Each Resulting Issuer Unit will be comprised of one
common share of the Resulting Issuer (a "Resulting Issuer
Share") and one warrant to purchase common shares of the
Resulting Issuer (a "Resulting Issuer Warrant"). Each
Resulting Issuer Warrant will entitle the holder thereof to acquire
one additional Resulting Issuer Share at an exercise price of
$2.00 at any time on or prior to the
second anniversary of the closing date of the Proposed
Transaction.
The Offering is anticipated to close on or about May 6, 2022 (the "Closing Date").
The gross proceeds of the Offering (less 50% of the Cash
Commission (as defined below) and all of the Agents' expenses
incurred up to the Closing Date) (the "Escrowed Proceeds")
will be held in escrow by a Canadian trust company or other escrow
agent (the "Escrow Agent") acceptable to GFI and Echelon and
invested pursuant to the terms of a subscription receipt
agreement. If the Escrow Release Conditions are not satisfied
prior to 5:00 p.m. (EST) on the date
that is 120 days following the closing date of the Offering (or
such other date as may be agreed to by GFI and Echelon) (the
"Escrow Deadline"), the Escrow Agent will return to holders
of Subscription Receipts an amount equal to the aggregate Offering
Price of the Subscription Receipts held by them and their pro rata
portion of any interest earned thereon.
The net proceeds from the Offering are intended to be used for
marketing and other costs incurred for the United States launch of the Resulting
Issuer's plant-based consumer packaged goods, consisting of the
YoFiit, Bentilia and Five Peas in Love brands, to expand the
Resulting Issuer's processing capabilities for flax and/or edible
bean products and for general working capital. The Resulting
Issuer's vision is to become a vertically integrated farm-to-fork
plant-based company providing traceable, locally sourced, healthy
and sustainable food and ingredients. Through recent
acquisition and development activities, GFI now offers a full suite
of plant-based consumer packaged goods with over 20 SKUs under the
YoFiit, Bentilia and Five Peas in Love brands, in addition to its
established and rapidly growing plant-based foods and ingredients
business lines that supply customers in 37 countries.
In connection with the Offering, the Agents will: (i) be paid a
cash commission equal to 7.0% of the aggregate gross proceeds
raised (other than for gross proceeds raised from subscribers on
the "president's list" provided by GFI to the Agents (the
"President's List"), in respect of which the cash commission
will be reduced to 3.5%) (the "Cash Commission") with
50% of the Cash Commission payable to the Agents on the Closing
Date and 50% of the Cash Commission being payable upon the
satisfaction of the Escrow Release Conditions, and (ii) be issued,
on the Closing Date, that number of broker warrants (the "GFI
Broker Warrants") that is equal to 7.0% of the Subscription
Receipts sold under the Offering (other than for Subscription
Receipts issued to subscribers on the President's List, in respect
of which no GFI Broker Warrants will be issued to the Agents). Upon
satisfaction of the Escrow Release Conditions, each GFI Broker
Warrant will be exchanged for one broker warrant of the Resulting
Issuer (each, a "Resulting Issuer Broker Warrant"). Each
Resulting Issuer Broker Warrant will entitle the holder thereof to
subscribe for one Resulting Issuer Unit at a price equal to the
Offering Price at any time on or prior to the second anniversary of
the closing date of the Proposed Transaction. If the Escrow Release
Conditions are not satisfied on or before the Escrow Deadline, the
GFI Broker Warrants will be immediately cancelled.
About GFI
GFI was incorporated under the provisions of the CBCA on
April 19, 2018. GFI is a fast-growing
Canadian owned and operated 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 is organized into four primary business lines: Pea
Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food
Ingredients and Plant-Based Consumer Packaged 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.
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. Through recent
acquisition and development activities, GFI now offers a full suite
of Plant-Based Consumer Packaged goods with over 20 SKUs under the
YoFiit, Bentilia and Five Peas in Love brands.
About Pivotal
Pivotal is a CPC within the meaning of the policies of the
Exchange that has not commenced commercial operations and has no
assets other than cash. Except as specifically contemplated in the
policies of the Exchange, until the completion of its "Qualifying
Transaction" (as defined therein), Pivotal will not carry on
business, other than the identification and evaluation of
companies, business or assets with a view to completing a proposed
Qualifying Transaction.
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Pivotal and GFI's current expectations. When used in this press
release, the words "estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the
negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the use of proceeds
from the Offering, the completion of the Offering and the Proposed
Transaction, YoFiit's R&D project and related product
developments, the projected growth in the plant-based food and
ingredients industry, and GFI's business objectives and vision.
Such statements and information reflect the current view of Pivotal
and GFI. Risks and uncertainties may cause actual results to differ
materially from those contemplated in those forward-looking
statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Offering will be completed or as
to the actual offering price or gross proceeds to be raised in
connection with the Offering. In particular, the amount raised may
be significantly less than the amounts anticipated as a result of,
among other things, market conditions and investor behaviour;
and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance.
There are a number of important factors that could cause Pivotal
and/or GFI's actual results to differ materially from those
indicated or implied by forward-looking statements and information.
Such factors include, among others: currency fluctuations; limited
business history; disruptions or changes in the credit or security
markets; product health and safety concerns and recalls; supply
chain instability; competition; general market and industry
conditions; and the impact of the COVID-19 pandemic.
Pivotal and GFI caution that the foregoing list of material
factors is not exhaustive. When relying on Pivotal and/or GFI's
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. Pivotal and
GFI have assumed that the material factors referred to in the
previous paragraph will not cause such forward-looking statements
and information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject
to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors.
All information contained in this news release with respect
to GFI and the Resulting Issuer was supplied by GFI for inclusion
herein, and Pivotal and its directors and officers have relied on
GFI for all such information concerning such parties.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon.
Trading in securities of a capital pool company should be
considered highly speculative.
This press release is not an offer of the securities for sale
in the United States. The
securities have not been registered under the U.S. Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press 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.
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 press release.
SOURCE Global Food and Ingredients