/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, June 13,
2022 /CNW/ - Global Food and Ingredients Ltd.
(formerly, Pivotal Financial Corp. ("Pivotal")) (TSXV:
PIV.P) (the "Company" or the "Resulting Issuer") is
pleased to announce the closing of its previously announced
qualifying transaction (the "Qualifying Transaction")
resulting in the reverse takeover of the Company by Global Food and
Ingredients Inc. ("GFI"), a company incorporated under the
Canada Business Corporations Act.
The parties to the Qualifying Transaction will make their final
submission to the TSX Venture Exchange (the "Exchange") in
connection with the Exchange's issuance of its listing
bulletin.
It is anticipated that the common shares of the Resulting Issuer
(each, a "Resulting Issuer Common Share") will
commence trading on the Exchange under the ticker symbol "PEAS" on
or about June 20, 2022.
David Hanna, CEO of GFI
commented: "We are really excited to have reached this tremendous
milestone in GFI's growth plans. We want to welcome aboard all of
our new shareholders and extend our sincerest gratitude to the
founders of Pivotal Financial Corp. for working collaboratively
with us to complete the transaction".
The Transaction
On June 9, 2022, as a condition to
the completion of the Qualifying Transaction, Pivotal changed its
name to "Global Food and Ingredients Ltd." and consolidated its
share capital (the "Pivotal Consolidation") on the basis of
five (old) common shares for one (new) common share.
Immediately following the Pivotal Consolidation, Pivotal had an
aggregate of 3,000,000 common shares issued and outstanding.
Pursuant to the terms of the Qualifying Transaction, GFI
completed an amalgamation under the Canada Business Corporations
Act with 13476669 Canada Inc., a wholly-owned subsidiary of
Pivotal and all of the issued and outstanding securities of GFI
were exchanged for securities (the "Securities
Exchange") of the Resulting Issuer, pursuant to the terms
and conditions of the previously announced amended and restated
business combination agreement among GFI, Pivotal and 1347669
Canada Inc. dated May 17, 2022, a
copy of which is available under the Company's profile on SEDAR at
www.sedar.com
Prior to the completion of the Qualifying Transaction, GFI
raised aggregate gross proceeds in the amount of approximately
$3.6 million through the issuance of
an aggregate of 2,845,200 subscription receipts of GFI
("Subscription Receipts"). Concurrent with the closing of
the Qualifying Transaction and pursuant to the terms of the
subscription receipt agreement between GFI, Echelon Wealth Partners
Inc. and TSX Trust Company, as subscription receipt agent, dated
May 18, 2022 (the "SR
Agreement"), the Subscription Receipts were ultimately
converted into units of the Resulting Issuer ("Resulting
Issuer Units"), such that each Subscription Receipt
resulted in the holder thereof being issued, for no additional
consideration and without any further action by its holder, one (1)
Resulting Issuer Unit. Each Resulting Issuer Unit consists of one
Resulting Issuer Common Share and one common share purchase warrant
of the Resulting Issuer (each, a "Resulting Issuer
Warrant"), with each Resulting Issuer Warrant entitling the
holder to acquire one additional Resulting Issuer Common Share at a
price of $1.75 per share at any time
on or prior to June 10, 2024. In
addition, the escrowed proceeds were released in accordance with
the provisions of the SR Agreement.
Following the conversion of the Subscription Receipts and the
completion of the Qualifying Transaction, the Resulting Issuer
has:
a) approximately 65,938,505
Resulting Issuer Common Shares issued and outstanding comprised of
the following:
- 60,093,305 Resulting Issuer
Common Shares issued to existing holders of common shares of GFI
and holders of common shares of GFI issued in connection with the
conversion of the GFI convertible debentures;
- 2,845,200 Resulting Issuer Common
Shares issued to holders of the Subscription Receipts; and
- 3,000,000 Resulting Issuer
Common Shares held by the former shareholders of Pivotal;
b) an aggregate of 4,715,000 options
of the Resulting Issuer ("Resulting Issuer Options")
entitling the holders thereof to purchase up to an aggregate of
4,715,000 Resulting Issuer Common Shares consisting of:
- Resulting Issuer Options to
purchase 300,000 Resulting Issuer Common Shares pursuant to the
options granted under the existing stock option plan of Pivotal;
and
- Resulting Issuer Options to
purchase 4,415,000 Resulting Issuer Common Shares to be issued to
replace the options granted under the existing stock option plan of
GFI;
c) an aggregate of 11,285,105
Resulting Issuer Warrants entitling the holders thereof to purchase
up to an aggregate of 11,258,105 Resulting Issuer Common Shares
consisting of:
- 7,812,905 Resulting Issuer
Warrants issued in connection with the conversion of the GFI
convertible debentures (entitling the holders thereof to purchase
up to an aggregate of 7,812,905 Resulting Issuer Common
Shares);
- 2,845,200 Resulting Issuer
Warrants issued to holders of the Subscription Receipts (entitling
the holders thereof to purchase up to an aggregate of 2,845,200
Resulting Issuer Common Shares);
- 400,000 Resulting Issuer
Warrants issued to prior holders of certain GFI common share
purchase warrants (entitling the holders thereof to purchase up to
an aggregate of 400,000 Resulting Issuer Common Shares);
- 200,000 Resulting Issuer
Warrants held by the former holders of common share purchase
warrants of Pivotal (entitling the holders thereof to purchase up
to an aggregate of 200,000 Resulting Issuer Common Shares);
d) an aggregate of 123,910
compensation options of the Resulting Issuer entitling the holders
thereof to purchase up to an aggregate of 123,910 Resulting Issuer
Units; and
e) an aggregate of 258,360
finder's warrants of the Resulting Issuer entitling the holders
thereof to purchase 258,360 Resulting Issuer Common Shares at a
price of $1.00 per share at an time
until June 10, 2024 and an aggregate
of 18,760 finder's warrants of the Resulting Issuer entitling the
holders thereof to purchase 18,760 Resulting Issuer Units at a
price of $1.25 per unit at any time
until the date that is twenty-four (24) months from the date of
listing of the Resulting Issuer Common Shares on the Exchange.
Further details regarding the Qualifying Transaction can be
found in the filing statement of the Resulting Issuer dated
May 30, 2022. (the "Filing
Statement"), a copy of which is available under the Company's
profile on SEDAR at www.sedar.com.
Escrowed Shares
On completion of the Qualifying Transaction, certain Principals
(as defined policies of the Exchange) of the Resulting Issuer
holding an aggregate of 54,403,436 Resulting Issuer securities and
certain former shareholders of GFI holding an aggregate of
1,950,000 Resulting Issuer securities (pursuant to section 10 of
Policy 5.4) are subject to value escrow in accordance with
Policy 5.4 – Escrow, Vendor Consideration and Resale
Restrictions of the Exchange ("Policy 5.4"), to be
released in accordance with the following schedule:
Release
Dates
|
Percentage of Total
Escrowed
Securities to be Released
|
Total Number of
Escrowed
Securities to be
Released
|
Date of
Final QT Exchange
Bulletin
|
10 %
|
5,635,343
|
6 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,015
|
12 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,015
|
18 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,015
|
24 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,015
|
30 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,015
|
36 months
from
Final QT Exchange
Bulletin
|
15 %
|
8,453,018
|
TOTAL
|
100 %
|
56,353,436
|
In addition, certain former shareholders of the Company entered
into a CPC Escrow Agreement (the "CPC Escrow Agreement")
with the Exchange and TSX Trust Company, as escrow agent, pursuant
to which 1,000,000 Resulting Issuer Common Shares will remain in
escrow following the closing of the Qualifying Transaction. Under
the terms of the CPC Escrow Agreement, 25% of the escrowed shares
will be released at the time of the Final QT Exchange Bulletin (as
defined in the policies of the Exchange), with an additional 25%
released on each 6-month anniversary thereafter. TSX Trust Company
acts as escrow agent in respect of the CPC Escrow Agreement.
Board of Directors and Executive
Management
Following the completion of the Qualifying Transaction, the
following individuals comprise the directors and officers of the
Company:
David Hanna
|
-
|
President, Chief
Executive Officer and Director
|
William
Murray
|
-
|
Chief Financial
Officer
|
Jaime Rueda
|
-
|
Vice
President
|
Jason
Phillips
|
-
|
Vice President of
Operations
|
Marie
Amazan
|
-
|
Vice
President
|
Prashant
Jairaj
|
-
|
Vice President Consumer
Packaged Goods
|
Michael
Moussa
|
-
|
Vice President
Ingredients
|
Jeffrey
Gebert
|
-
|
Corporate
Secretary
|
Amber
MacArthur
|
-
|
Director
|
Erin Rooney
|
-
|
Director
|
Frank van
Biesen
|
-
|
Director
|
Michael
Wiener
|
-
|
Director
|
Robert Thomas
Wolf
|
-
|
Chairperson,
Director
|
Auditors
KPMG LLP, GFI's current auditors, will continue as auditors of
the Resulting Issuer following closing of the Qualifying
Transaction.
About Global Food and Ingredients
Ltd.
Global Food and Ingredients Ltd. 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.
Global Food and Ingredients Ltd. 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, Global Food and Ingredients Ltd. 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.
Global Food and Ingredients Ltd.'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,
Global Food and Ingredients Ltd. 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.
For more information, visit: gfiglobalfood.com
Disclaimer
Investors are cautioned that, except as disclosed in the
Filing Statement prepared in connection with the Qualifying
Transaction, any information released or received with respect to
the Qualifying Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of the Company
should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Qualifying Transaction and has neither approved nor disapproved the
contents of this news release.
Neither the Exchange nor its Regulation Service Provider
(as defined policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities in any
jurisdiction. Any securities referred to herein have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States or to a U.S. Person absent
registration or an applicable exemption from the registration
requirements of the United States Securities Act of 1933, as
amended, and applicable state securities laws.
Forward-Looking
Statements
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, including without limitation
statements containing the words "believes", "anticipates", "plans",
"intends", "will", "should", "expects", "continue", "estimate",
"forecasts" and other similar expressions. 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. The Company undertakes no
obligation to comment analyses, expectations or statements made by
third-parties in respect of the Company, its securities, or
financial or operating results (as applicable). Although the
Company 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 the Company's control, including the
risk factors discussed in the Filing Statement which are
incorporated herein by reference and are available through SEDAR at
www.sedar.com. The forward-looking information contained in this
press release are expressly qualified by this cautionary statement
and are made as of the date hereof. The Company 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.
Share numbers noted in this press release may not match the
numbers disclosed in the Filing Statement due to rounding pursuant
to the process of completing the consolidations described above and
the exchange of GFI securities for post-consolidation common
shares, as well adjustment based on the aggregate amount of
interest on the GFI convertible debentures (which is calculated on
a daily basis), accrued up to the actual date of
conversion.
SOURCE Global Food and Ingredients