GreenSpace Brands Inc. ("
GreenSpace" or the
"
Company") (TSXV: JTR), a leader within the
organic and plant-based food industry, announces that it has
engaged a syndicate of underwriters, including PI Financial Corp.,
as lead underwriter and sole-bookrunner, and Canaccord Genuity
Corp. (collectively, the "
Underwriters"). The
Offering will be conducted on a "bought deal" private placement
basis and will consist of 41,700,000 units of the Company
("
Units") issued at a price of $0.06 per Unit for
gross proceeds to the Company of $2,502,000
("
Offering"). Each Unit will consist of one common
share in the capital of the Company ("Common Share") and one-half
of one common share purchase warrant (each whole warrant, a
"Warrant").
Each Warrant will entitle the holder of the Warrant to purchase
one Common Share for $0.09 per share for up to 24 months from the
Closing Date (as defined below).
The Company will grant the Underwriters an option to increase
the size of the Offering by up to 15% at any time prior to the
closing of the Offering, which is expected to be on or about
September 28, 2021 or such other date or dates as the Company and
the Underwriters may agree (the "Closing
Date").
The net proceeds of the Offering will be used for working
capital, investments in innovation, geographic and channel
expansion, and general corporate purposes.
In connection with the Offering, the Underwriters shall be paid
(i) a cash commission equal to 7% of the gross proceeds of the
Offering; and (ii) non-transferable broker warrants exercisable at
any time until the day that is 18 months from the Closing Date to
purchase that number of Common Shares that is equal to 7% of the
aggregate number of Units sold under the Offering, at an exercise
price of $0.06 per Common Share, subject to reduction to 3%, in
each case, for certain agreed subscribers.
The Offering is subject to receipt of all necessary corporate
and regulatory approvals, including the approval of the TSX Venture
Exchange ("TSXV"). The Units and the securities
issuable thereunder will be subject to a statutory hold period of
four months plus a day from the Closing Date in accordance with
applicable securities legislation.
RELATED PARTY TRANSACTIONS
PenderFund Capital Management Ltd., an insider and control
person of the Company ("PenderFund"), intends to participate in the
Offering. PenderFund and its affiliates beneficially own or
control, directly or indirectly, 152,270,428 Common Shares,
representing 33.5% of the issued and outstanding Common Shares (on
a non-diluted basis).
Management of GreenSpace Brands Inc. ("GreenSpace Management"),
expects to subscribe for up to 5% of the Units under the Offering.
GreenSpace Management beneficially own or control, directly or
indirectly, 2,000,000 Common Shares representing 0.4% of the issued
and outstanding Common Shares (on a non-diluted basis).
The portion of the Offering that PenderFund and GreenSpace
Management subscribe to will each be considered a "related party
transaction" under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101") as
PenderFund is an insider and control person of the Company and
GreenSpace Management are insiders of the Company. Unless there is
an exemption, the Company would be required to obtain a formal
valuation and "minority shareholder approval", being approval of
disinterested shareholders of the Company. The Company is relying
on the exemption from a formal valuation available in section
5.5(a) of MI 61-101 and the exemption from minority approval
available in section 5.7(a) of MI 61-101. The Company meets the
requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101
because the fair market value of the securities being distributed
under the Offering, and to each of PenderFund and GreenSpace
Management, is less than 25% of the market capitalization of the
Company.
The securities referred to in this news release 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 within the
United States or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from the U.S.
registration requirements. This press release does not constitute
an offer for sale of securities, nor a solicitation for offers to
buy any securities in the United States, nor in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. Any public offering of securities in the United States
must be made by means of a prospectus containing detailed
information about the company and management, as well as financial
statements.
ABOUT GREENSPACE BRANDS
INC.:GreenSpace is a North American organic and
plant-based food business that develops, markets and sells premium
food products to consumers within the fast-growing natural and
organic food categories. GreenSpace owns LOVE CHILD ORGANICS, a
producer of 100% organic food for infants and toddlers made with
natural and nutritionally-rich ingredients, CENTRAL ROAST, a clean
snacking brand featuring a wide assortment of organic nut and seed
mixes and GO VEGGIE, one of the pioneers and leaders in the US
plant-based dairy market. All brands are wholly-owned and are sold
in a variety of online, natural and retail grocery locations.
For more information, visit
www.greenspacebrands.ca and GreenSpace's filings
are also available at
www.SEDAR.com.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION: This news release includes
certain information that may constitute "forward-looking
information" under applicable Canadian securities legislation.
Forward-looking information is necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, certain of which
are beyond the control of GreenSpace, including, but not limited
to, the failure of third parties to comply with their obligations
to the Company or its affiliates; the impact of new and changes to,
or application of, current laws and regulations; critical
accounting estimates and changes to accounting standards, policies,
and methods used by the Company; the occurrence of natural and
unnatural catastrophic events and claims resulting from such
events; and risks related to COVID-19 including various
recommendations, orders and measures of governmental authorities to
try to limit the pandemic, including travel restrictions, border
closures, nonessential business closures, quarantines,
self-isolations, shelters-in-place and social distancing; and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking information, including the risks identified in the
Company's disclosure documents. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance
on forward-looking information. All forward-looking information
contained in this press release is given as of the date hereof and
is based upon the opinions and estimates of management and
information available to management as at the date hereof. The
Company disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
law.
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.
For further information, please
contact:Shawn Warren President and Chief Executive Officer
GreenSpace Brands
Inc.swarren@greenspacebrands.com 416-934-5034
GreenSpace Brands (TSXV:JTR)
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