THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Goodfood Market Corp. (the “Company”) (TSX:FOOD) is pleased to
announce that it has closed its previously announced bought deal
public offering for gross proceeds to the Company of $10 million
(the “Offering”). The Company intends to use the proceeds of the
Offering to accelerate its growth in Western Canada, including
capital expenditures, to invest in automation, to launch new meal
solutions, for working capital and for general corporate purposes.
A syndicate of underwriters, led by GMP
Securities L.P., and including National Bank Financial Inc.,
Canaccord Genuity Corporation, Scotia Capital Inc. Desjardins
Securities Inc. and Raymond James Ltd. purchased, on a bought deal
basis, 4 million common shares of the Company (the “Common Shares”)
at a price of $2.50 per Common Share (the “Offering Price”).
Mr. Donald Olds and Mr. Guy LeBlanc, directors
of the Company, purchased 20,000 and 40,000 Common Shares
respectively pursuant to the Offering.
The participation of Messrs. Olds and LeBlanc in
the Offering may constitute “related party transactions” as defined
in Regulation 61-101 respecting Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Offering is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of the
securities issued to insiders nor the consideration for such
securities by insiders exceeds 25% of the Company’s market
capitalization. The Company did not file a material change report
21 days prior to closing of the Offering as the details of the
participation of insiders of the Company in the Offering had not
been confirmed at that time. The Offering, including the insider
participation therein, has been unanimously approved by the board
of directors of the Company.
The Underwriters have also been granted an
option (the “Over-Allotment Option”), exercisable in whole or in
part and from time to time, at any time until 30 days after the
closing date of the Offering, to purchase from the Company up to an
additional 400,000 Common Shares at the Offering Price and from the
founders of the Company, Jonathan Ferrari, Neil Cuggy and Raffi
Krikorian, an aggregate of 200,000 Common Shares for
additional gross proceeds of up to $1,000,000 to the Company and
$500,000 to the such founders. If the Over-Allotment Option is
exercised by the Underwriters in full, the aggregate gross proceeds
of the Offering (including the Over-Allotment Option) will be
$11,500,000.00.
The securities being offered 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, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. 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.
About Goodfood
Goodfood is Canada’s leading meal kit company,
delivering fresh ingredients that make it easy for subscribers to
prepare delicious meals at home every week. Goodfood’s objective is
to take the hassle out of cooking, leaving subscribers with the fun
part - cooking, sharing with family and eating. Subscribers select
their favorite recipes from a variety of original dishes online.
The Company prepares a personalized box of fresh ingredients and
delivers it to the subscriber's doorstep with easy step-by-step
instructions. Headquartered in Montréal, Canada, Goodfood had
61,000 active subscribers as of February 28, 2018.
www.makegoodfood.ca
For further information: |
|
Investors |
Media |
Philippe Adam, Chief Financial Officer (855) 515-5191
IR@makegoodfood.ca |
Alex-Sandra Thibault, Senior Consultant (514) 843-2375
athibault@national.ca |
Caution Regarding Forward-Looking
Statements
This release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Such forward-looking information includes, but is not
limited to, information with respect to our objectives and the
strategies to achieve these objectives, as well as information with
respect to our beliefs, plans, expectations, anticipations,
estimates and intentions. This forward-looking information is
identified by the use of terms and phrases such as “may”, “would”,
“should”, “could”, “expect”, “intend”, “estimate”, “anticipate”,
“plan”, “foresee”, “believe”, or “continue”, the negative of these
terms and similar terminology, including references to assumptions,
although not all forward-looking information contains these terms
and phrases. Forward-looking information is provided for the
purposes of assisting the reader in understanding the Company and
its business, operations, prospects and risks at a point in time in
the context of historical and possible future developments and
therefore the reader is cautioned that such information may not be
appropriate for other purposes. Forward-looking information is
based upon a number of assumptions and is subject to a number of
risks and uncertainties, many of which are beyond our control,
which could cause actual results to differ materially from those
that are disclosed in or implied by such forward-looking
information. These risks and uncertainties include, but are not
limited to, the following risk factors which are discussed in
greater detail under “Risk Factors” in the Company’s Annual
Information Form for the year ended August 31, 2017 available on
SEDAR at www.sedar.com: limited operating history, negative
operating cash flow, food industry, quality control and health
concerns, regulatory compliance, regulation of the industry, public
safety issues, product recalls, damage to Goodfood’s reputation,
transportation disruptions, product liability, ownership and
protection of intellectual property, evolving industry, reliance on
a single facility, unionization activities, reliance on management,
factors which may prevent realization of growth targets,
competition, availability and quality of raw materials, limited
number of products, environmental and employee health and safety
regulations, online security breaches and disruption, reliance on
data centers, open source license compliance, future capital
requirements, operating risk and insurance coverage, management of
growth, conflicts of interest, litigation, and catastrophic events.
Although the forward-looking information contained herein is based
upon what we believe are reasonable assumptions, readers are
cautioned against placing undue reliance on this information since
actual results may vary from the forward-looking information.
Certain assumptions were made in preparing the forward-looking
information concerning availability of capital resources, business
performance, market conditions, and customer demand. Consequently,
all of the forward-looking information contained herein is
qualified by the foregoing cautionary statements, and there can be
no guarantee that the results or developments that we anticipate
will be realized or, even if substantially realized, that they will
have the expected consequences or effects on our business,
financial condition or results of operation. Unless otherwise noted
or the context otherwise indicates, the forward-looking information
contained herein is provided as of the date hereof, and we do not
undertake to update or amend such forward-looking information
whether as a result of new information, future events or otherwise,
except as may be required by applicable law.
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