VANCOUVER, June 11, 2015 /CNW/ - Global Gardens Group Acquisition Corp. (the "Company" or "Global Gardens") is pleased to announce that the Company has acquired all of the issued and outstanding securities of Global Gardens Group Inc. ("GGG"), a dairy-free natural food provider, pursuant to an amalgamation agreement dated as of April 24, 2015, a copy of which is available on SEDAR under the Company's SEDAR profile.
The transaction was carried out by way of a three-cornered amalgamation whereby a wholly-owned subsidiary of the Company amalgamated with GGG and the former shareholders of GGG received 21,173,096 shares of the Company, on the basis of one share for every one share previously held in GGG.
The Company also announces that in connection with the completion of the amalgamation, the Company and GGG (prior to completion of the amalgamation) completed various non-brokered private placements and a brokered private placement by a syndicate led by Euro Pacific Canada Inc. and including Octagon Capital Corporation to raise aggregate gross proceeds of $4,273,120 through the issuance of an aggregate of 17,092,480 units at $0.25 per unit.
Each unit consisted of one common share and one common share purchase warrant exercisable at $0.40 for a period of 60 months, provided that if the closing price of the Company's shares on any stock exchange or quotation system on which the shares are then listed or quoted is equal to or greater than $0.80 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry of the warrants by giving notice to the holders of the warrants that the warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 10 business days from the date notice is given.
In connection with the various private placements, the Company and GGG paid finder's or agent's fees of up to 8% in cash and 8% in finder or broker warrants having the same terms as the warrants issued under the private placements.
Prodigy Capital Corp. acted as financial adviser to the Company and GGG with respect to the transactions described in this press release.
The Canadian Stock Exchange ("CSE") has conditionally accepted the Company's application for the listing of its common shares. The Company submitted final listing documentation to the CSE today and subject to final approval of the CSE, the Company expects its shares to begin trading on the CSE in mid-June, 2015.
Rob Harrison, President and CEO of the Company, commented: "After nearly four years of research, product development and testing and package design, we are thrilled to have secured financing to roll out our product across Canada. The Dairy-free sector is witnessing dynamic growth led by the development of plant-based Food and Beverages. Strengthened by a veteran management team with Fortune 500 consumer packaged goods company experience, Global Gardens is looking forward to launching our proprietary brand in the market place."
About Euro Pacific Canada Inc.:
Euro Pacific Canada Inc. is a full service IIROC registered brokerage firm headquartered in Toronto, with offices in Montréal, Vancouver and Tokyo, Japan. The firm offers an integrated platform of corporate finance and advisory services, economic and equity research, institutional sales and trading, and private client services.
About Prodigy Capital Corp.:
Prodigy Capital Corp. is a Canadian private equity and merchant banking firm headquartered in Vancouver. The firm delivers industry-leading experience to companies in all stages of advancement in connection with mergers, acquisitions, financings, and risk management transactions.
Except for statements of historical fact, this news release contains certain "forwardlooking information" within the meaning of applicable securities laws. Forwardlooking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this press release include, but are not limited to, the anticipated date of listing on the CSE, that the listing on the CSE will proceed at all and that the Company will have adequate financing to roll out its product in Canada and debut in the marketplace. Forwardlooking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forwardlooking statements, including, among others, whether a listing on the CSE will be accepted by the CSE, whether the listing on the CSE will proceed at all, and whether the Company will have adequate financing to roll out its product in Canada and debut in the marketplace. The Company undertakes no obligation to update forwardlooking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forwardlooking statements. More detailed information about potential factors that could affect projected results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.
SOURCE Global Gardens Group Acquisition Corp.
For further information: Rob Harrison, Chief Executive Officer, P: 604-295-7075, E: [email protected]