/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, May 19, 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 has closed its previously announced
brokered private placement (the "Offering") of approximately
1.97 million subscription receipts (each, a "Subscription
Receipt") at a price of $1.25 per
Subscription Receipt (the "Offering Price") for aggregate
gross proceeds of approximately $2.5
million. The Offering was led by Echelon Capital Markets
("Echelon") as sole bookrunner and co-lead agent and PI
Financial Corp as co-lead agent, along with Canaccord Genuity Corp.
(collectively, the "Agents").
In addition to the Offering, GFI has completed a non-brokered
offering (the "Non-Brokered Offering") of
879,000 Subscription Receipts on the same terms as the
Offering for aggregate gross proceeds of approximately $1.1
million.
The Offering and the Non-Brokered Offering were 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, January 17, 2022 and
April 11, 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.
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 $1.75 at any
time on or prior to the second anniversary of the closing date of
the Proposed Transaction.
The gross proceeds of the Non-Brokered Offering and gross
proceeds of the Offering (less 50% of the Cash Commission (as
defined below) and all of the Agents' expenses incurred before the
closing of the Offering) will be held in escrow by TSX Trust
Company (the "Escrow Agent") 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 September 15, 2022 (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 and the Non-Brokered Offering
are intended to be used for marketing and other costs incurred for
the development of new product offerings and United States launch of the Resulting Issuer's
plant-based consumer packaged goods, consisting of the YoFiit,
Bentilia and Five Peas in Love brands 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 received: (i) a cash
commission of $163,467.50 (the
"Cash Commission"), 50% of which was paid to the Agents on
closing while the remaining 50% of the Cash Commission will be
payable upon the satisfaction of the Escrow Release Conditions, and
(ii) broker warrants (the "GFI Broker Warrants") of GFI that
will, upon conversion into broker warrants of the Resulting Issuer
pursuant to the Proposed Transaction, entitle the holder to acquire
at the Offering Price 123,910 Resulting Issuer Units 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. Further, the Corporation paid
Echelon a corporate finance advisory fee of $28,580 (inclusive of applicable taxes).
In connection with the Non-Brokered Offering, the Corporation
paid a finder's fee of $23,450 and
issued finder's warrants of GFI to an arm's length finder that
will, upon conversion into finder's warrants of the Resulting
Issuer pursuant to the Proposed Transaction, entitle the holder
thereof to acquire at the Offering Price 18,760 Resulting Issuer
Units at any time on or prior to the second anniversary of the
closing date of the Proposed Transaction.
In addition, GFI, Pivotal and 1347669 Canada Inc., a
wholly-owned subsidiary of Pivotal, entered into an amended and
restated business combination agreement dated May 17, 2022 (the "A&R Business
Combination Agreement"), which amends and restates the business
combination agreement dated November 5,
2021 among the same parties. Pursuant to the A&R
Business Combination Agreement, the parties agreed to extend the
outside date for the Proposed Transaction, and make certain other
additions and changes to generally reflect developments arising
since the date of the original agreement (among some other
ancillary matters). The parties intend to close the Proposed
Transaction before the end of June
2022.
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 and the Non-Brokered Offering, the completion of
the Proposed Transaction and the related timeline for completion,
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.
There are a number of risk 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