/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR
FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 14,
2022 /CNW/ - Plantify Foods, Inc. (TSXV: PTFY)
("Plantify" or the "Company") is pleased to announce
that all matters submitted to shareholders for approval at its
annual general and special meeting of shareholders (the
"Meeting") held on December 12,
2022 were approved. At the Meeting, all director nominees,
being Roy Borochov, Nousheen Huq, Rowaland Wallenius, Noam Ftecha
and Moshe Revach, were elected as directors of the Company.
Shareholders also voted in favour of re-appointing Ziv Haft, Certified Accountants (Isr.), a BDO
member firm as auditors of the Company for the ensuing year
and authorized the board of directors of the Company to fix their
remuneration.
In addition, shareholders of the Company approved the Company's
omnibus equity incentive plan (the "Omnibus Plan"). The
purpose of the Omnibus Plan is to attract, retain and motivate key
individuals. Pursuant to Policy 4.4 – Security Based
Compensation ("Policy 4.4") of the TSX Venture Exchange
(the "TSXV"), the Company is permitted to maintain a
"rolling up to 10% and fixed up to 10%" Security Based Compensation
Plan (as defined in Policy 4.4), which reserves a percentage of the
issued and outstanding common shares (the "Common Shares")
for issuance pursuant to stock options of the Company
("Options"), deferred share units of the Company,
performance share units of the Company and restricted share units
of the Company (together with Options, "Awards"). The
aggregate number of Common Shares that are issuable pursuant to the
exercise of Options granted under the Omnibus Plan shall not exceed
10% of the issued and outstanding Common Shares as at the date of
any Option grant. The aggregate number of Common Shares issuable
pursuant to all Awards granted under the Omnibus Plan other than
Options shall not exceed 14,597,636. In accordance with Policy
4.4, "rolling up to 10% and fixed up to 10%" Security Based
Compensation Plans must be approved by Shareholders on an annual
basis. A copy of the Omnibus Plan, and further details, are
included in the Company's management information circular in
respect of the Meeting dated October 31,
2022 and available on SEDAR at www.sedar.com. The Omnibus
Plan remains subject to the final approval of the TSXV.
The shareholders of the Company also authorized the directors to
effect a share consolidation (the "Share Consolidation") of
the issued and outstanding Common Shares of the Company provided
that (i) the ratio may be no smaller than three (3)
post-consolidation Common Shares for every one (1)
pre-consolidation Common Share and no larger than one
post-consolidation Common Share for every one hundred and eighty
five (185) pre-consolidation Common Shares, and (ii) the number of
pre-consolidation Common Shares in the ratio must be a whole number
of Common Shares. In the event the directors elect to proceed with
the Share Consolidation, the number of post-consolidation Common
Shares to be received by such shareholder will be rounded down to
the nearest whole number of Common Shares.
About Plantify Foods, Inc.
Plantify Foods, Inc. is an Israeli food tech company focused on
the development and production of "clean-label" plant-based
products. Plantify's unique technology allows for the production of
plant-based meat alternatives, dips, and snacks, with natural
ingredients familiar to consumers that are free of preservatives,
free of common food allergens, are GMO-free and enjoy the same or
longer shelf life than most preservative-containing products of the
same category. Plantify is also engaged in developing functional
foods with health benefits supported by independent testing that it
anticipates will enable it to make health claims under US Food and
Drug Administration and Canadian Food Inspection Agency
regulations. Plantify currently sells its products in Israel and North
America.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain acts, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company, as the case
may be, to be materially different from those expressed or implied
by such forward-looking information. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. 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 statements. These statements are based upon the
current expectations and beliefs of management and are subject to
certain risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. These risks and uncertainties include, but are not
limited to: the risk that the Company may not receive the final
approval of the TSXV for the Omnibus Plan, uncertainty as to
whether the directors will implement the Share Consolidation, and
the risks and uncertainties discussed in our filing statement filed
with the Canadian securities regulators and available on the
Company's profile on SEDAR at www.sedar.com, which risks and
uncertainties are incorporated herein by reference. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws. Accordingly,
readers should not place undue reliance on forward-looking
information.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE Minden Gross LLP