TSXV: JTR
www.greenspacebrands.ca
(all amounts in Cdn$ unless otherwise noted)
TORONTO, Dec. 23, 2019 /CNW/ - GreenSpace Brands Inc. (the
"Company") (TSXV: JTR) today reported the culmination of a nearly
five-month strategic review process and after careful consideration
by a special committee of the Board of Directors (the "Special
Committee"), the Company has decided to pursue a non-brokered
private placement (the "Private Placement") which it believes
maintains the best value for its shareholders. In conjunction with
the Private Placement the Company has reached an agreement to amend
certain loan agreements with its two term lenders. Under the terms
of the loan amendments, among other things, the lenders have agreed
to extend the loan maturity dates by 12 months and agreed to an
amended coupon rate of 12% (the "Debt Restructuring").
The Debt Restructuring is being arranged by the two principal
non-senior lenders, Primary Capital and MillRoad Capital. Under the
Debt Restructuring, both principal lenders have agreed to extend
their debt terms by 12 months, amend the coupon rate to 12% per
annum, and accrue all interest in lieu of payment in the 12-month
extension period. Primary Capital has also been extended the right
to convert a portion of its loan into equity on the same terms as
the Private Placement. MillRoad will receive a monthly extension
fee, starting in mid-February 2020,
of $10,000 per month, which will
increase to $20,000 per month after
six months. Primary Capital will receive a similar extension fee
with a structure commensurate with the amount of their unpaid and
unconverted debt.
The Private Placement was decided upon because the Special
Committee and the Board of Directors did not feel any of the brand
level indications of interest provided adequate value for the brand
portfolio, nor were they in the best interests of shareholders.
Indications of interest were received on all major brands but, in
the opinion of the Board of Directors, none of the indications of
interest delivered adequate value while also providing a high level
of deal certainty. The Board of Directors has decided to end the
strategic review process after undertaking the Private Placement
and Debt Restructuring.
Under the Private Placement, the Company will issue up to 50
million units (the "Units") at a price of $0.10 per Unit (the "Issue Price") for aggregate
gross proceeds of up to $5 million.
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one-half of one common share
purchase warrant of the Company (each whole warrant, a "Warrant").
Each whole Warrant will entitle the holder thereof to acquire one
Common Share at an exercise price per Common Share of $0.20 for a period of 36 months from the closing
of the Private Placement. In addition, the Company will allow
part of its outstanding primary debt to convert into Units at the
Issue Price. Certain finders will receive a cash fee equal to 6% of
the gross proceeds of the Private Placement and finders warrants
("Finder Warrants") equal to 6% of the number of Units issued
pursuant to the Private Placement. Each Finder Warrant will entitle
the holder thereof to acquire one Unit at the Issue Price for 36
months following the closing of the Private Placement.
The Private Placement will be made to accredited investors in
all provinces of Canada, and is
expected to close in tranches in January, 2020, and is subject to
certain conditions including, but not limited to, the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange. The Units, including all underlying securities thereof,
will be subject to a four-month hold period.
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
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About GreenSpace Brands Inc.
GreenSpace is a Canadian-based brand ideation team that
develops, markets and sells premium natural food products to
consumers across North America.
GreenSpace owns Love Child, a
producer of 100% organic food for infants and toddlers made with
the purest, natural and most nutritionally-rich ingredients,
Central Roast, a clean snacking brand featuring a wide assortment
of nut and seed mixes, CEDAR, a Canadian based Cold Press Juice
business and GO VEGGIE, one of the leaders in the US plant-based
cheese market. All brands are wholly owned and retail in a variety
of natural and mass retail grocery locations across Canada.
For more information, visit www.greenspacebrands.ca.
GreenSpace's filings are also available at
www.SEDAR.com.
Forward-Looking Statements
Certain statements in this
press release constitute forward-looking statements within the
meaning of applicable securities laws. Forward-looking statements
include, but are not limited to, statements made concerning the
Company's future objectives, strategies to achieve those
objectives, as well as statements with respect to management's
beliefs, plans, estimates, and intentions, and similar statements
concerning anticipated future events, results, circumstances,
performance or expectations that are not historical facts.
Forward-looking statements generally can be identified by the use
of forward-looking terminology such as "outlook", "objective",
"may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "should", "plans" or "continue", or similar expressions
suggesting future outcomes or events. Such forward-looking
statements reflect management's current beliefs and are based on
information currently available to management. Forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those contemplated by such
statements, and there can be no assurance that actual results will
be consistent with these forward-looking statements. Factors that
could cause such differences include the cyclical nature of the
construction and agriculture industries, changes in general
economic conditions and interest rates, adverse weather, cost and
availability of materials used to manufacture the Company's
products, competitive developments, legislative and government
policy changes, volatility in interest and exchange rates,
volatility in the capital or credit markets, as well as other risk
factors included in the Company's Annual Information Form under the
heading "Risks and Uncertainties Related to the Business" and as
described from time to time in the reports and disclosure documents
filed by the Company with Canadian securities regulatory agencies
and commissions. This list is not exhaustive of the factors that
may impact the Company's forward-looking statements. These and
other factors should be considered carefully, and readers should
not place undue reliance on the Company's forward-looking
statements. As a result of the foregoing and other factors, no
assurance can be given as to any such future results, levels of
activity or achievements or levels of dividends and neither the
Company nor any other person assumes responsibility for the
accuracy and completeness of these forward-looking statements. The
factors underlying current expectations are dynamic and subject to
change. Certain statements included in this press release may be
considered "financial outlook" for purposes of applicable
securities laws, and such financial outlook may not be appropriate
for all purposes. All forward-looking statements in this press
release are qualified by these cautionary statements. The
forward-looking statements contained herein are made as of the date
of this press release and is based only on information currently
available to us and speaks only as of the date on which it is made,
and except as required by applicable law, the Company undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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 release.
SOURCE GreenSpace Brands Inc.