TORONTO, May 1, 2023
/CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX:
PEASF) ("GFI" or the "Company"), announced today that
it has entered into a definitive agreement ("Agreement") to
sell certain assets ("Purchased Assets") of its subsidiary,
GFI Brands Inc., as they relate to the division of Yofiit, a
premium plant-based milk and snack food operation ("Yofiit")
to 14901100 Canada Inc., a corporation controlled by Marie Amazan and Felix
Amazan, the former owners (the "Purchasers" and such
transaction, the "Transaction").
The Transaction includes the sale of relevant intellectual
property, trademarks, licenses, and operating contracts and
agreements. The purchase price for the Purchased Assets will be
satisfied through a combination of the assumption by the Purchasers
of certain liabilities related to the Purchased Assets, a
vendor-take-back note ("Note") in the principal amount of
$2.7 million and the
remainder being set-off against the Share Repurchase Amount (as
defined below).
GFI is confident that the sale is the single best path to
provide Yofiit with the necessary recourses and strategic focus to
continue its rapid growth into the US market. Over the past year,
Yofiit successfully underwent the rebranding of the product,
completion of the Protein Industries Canada project resulting in
the development of new flavours and innovative plant-based consumer
products, along with the successful launch of the product in the US
market, including Sprouts Farmers Market and KeHE.
"The divestiture supports our strategy to prioritize investments
and capital allocation to our core ingredients business where we
can leverage our key competitive advantages, and position the
Company to deliver shareholder value," said David Hanna, CEO. "Our strategy is pivoting to
focus primarily on driving growth in our recently commissioned pea
splitting facility and US distribution and packaging centre which
are directly linked to our core business of sourcing and processing
locally grown, plant-based ingredients."
Mr. Hanna added, "We will continue to operate our Plant-Based
Consumer Goods division; however, with a reduced cost structure and
with a focus on our Bentilia branded lentil pasta and retailed
packed ingredients produced at our Clayton facility."
Further Details of the
Transaction
The principal amount under the Note will be $2.7 million. Simultaneously with the execution
of the Agreement, GFI entered into a share purchase agreement with
Marie Amazan and Felix Amazan to repurchase for cancellation an
aggregate of 1,000,000 shares in the capital of GFI
("Shares" and such repurchase, the "Share
Repurchase"). The aggregate purchase price for the Shares shall
be the lower of, $350,000 being
$0.35 per Share or the "market price"
(as calculated in accordance with National Instrument 62-104 –
Take-Over Bids and Issuer Bids) (the "Share Repurchase
Amount").
Current inventory of Yofiit products will continue to be held by
GFI and sold via a separate agreement to the Purchasers.
The Transaction including the Share Repurchase is anticipated to
close in the first quarter of the Company's current fiscal year
ending March 31, 2024, subject to
customary closing conditions and the receipt of regulatory
approvals, including the approval of the TSX Venture Exchange
("TSXV").
The Transaction constitutes a "related party transaction" of
GFI, within the meaning of Multilateral Instrument 61-101 –
Protections of Minority Security Holders in Special
Transactions ("MI 61-101") as Marie Amazon is the
co-founder and President of YoFiit. The Company determined that the
Transaction is exempt from the formal valuation and minority
approval requirements of MI 61-101 in reliance of the exemptions
set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101,
respectively.
About GFI
GFI is a fast-growing Canadian 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's vision is to become a vertically integrated
farm-to-fork plant-based company providing traceable, locally
sourced, healthy and sustainable food and ingredients. GFI is
organized into four primary business lines: Pea Protein Inputs,
Plant-Based Ingredients, Plant-Based Pet Food Ingredients and
Plant-Based Consumer 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.
Disclaimer
Neither the TSXV nor its Regulation Service Provider (as defined
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this press release.
Forward-Looking
Information
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. Forward-looking statements
include without limitation statements containing the words
"believes", "anticipates", "plans", "intends", "will", "should",
"expects", "continue", "estimate", "forecasts" and other similar
expressions. Forward-looking information in this press release
includes without limitation statements relating to the closing of
the Transaction and receipt of regulatory approvals, including
the approval of the TSXV. 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. GFI undertakes no obligation to comment on analyses,
expectations or statements made by third-parties in respect of GFI,
its securities, or financial or operating results (as applicable).
Although GFI 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 GFI's control, including the risk
factors discussed in GFI's annual information form for the year
ended March 31, 2022, which are
incorporated herein by reference and are available through SEDAR at
www.sedar.com. The forward-looking information contained in this
press release is expressly qualified by this cautionary statement
and is given as of the date hereof. GFI 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.
W: www.gfiglobalfood.com
S: https://linktr.ee/gfi.globalfood
SOURCE Global Food and Ingredients