/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, June 1, 2022
/CNW/ - Pivotal Financial Corp. (TSXV: PIV.P) ("Pivotal" or
"Company"), 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 they have
received conditional approval from the Exchange for Pivotal's
previously announced "Qualifying Transaction" (as such term is
defined in the Exchange's Policy 2.4 – Capital Pool
Companies). The proposed transaction (the "Proposed
Transaction") will be completed pursuant to the terms and
conditions of the previously announced amended and restated
business combination agreement dated May 17,
2022 among GFI, Pivotal and 1347669 Canada Inc., a
wholly-owned subsidiary of Pivotal ("Pivotal
Subco").
Pursuant to the Proposed Transaction, Pivotal and GFI will
complete a "three-cornered" amalgamation under the provisions of
the Canada Business Corporations Act, pursuant to which GFI
will amalgamate with Pivotal Subco.
In connection with the Proposed Transaction, among other things,
the outstanding securities of GFI will be exchanged for securities
of Pivotal (as it will exist following the Proposed Transaction,
the "Resulting Issuer"). Upon completion of the
Proposed Transaction, the Resulting Issuer is expected to be listed
on the Exchange as a "Tier 2 Issuer", under the name "Global Food
and Ingredients Ltd.", and under the ticker symbol "PEAS".
For further information, please see Pivotal's filing statement
(the "Filing Statement"), which was filed on
May 31, 2022 and is available for
review under the Company's profile on SEDAR at www.sedar.com.
Closing of the Proposed Transaction is expected to occur on or
about June 10, 2022. The completion
of the Proposed Transaction is subject to a number of conditions,
including but not limited to receipt of all required regulatory and
third-party consents, including final Exchange acceptance, and
satisfaction of other customary closing conditions. Trading in the
common shares of Pivotal will remain halted pending final approval
of the Exchange.
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", 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, the completion of the Proposed
Transaction and the related timeline for completion, 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 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