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MONTREAL, June 1, 2017 /CNW/ - Goodfood Market Corp. ("Goodfood") (formerly Mira VII Acquisition Corp.) is pleased to announce the completion of the previously announced qualifying transaction and amalgamation involving Goodfood Market Inc., Mira VII Acquisition Corp. and Mira VII Subco Inc. (the "Transaction") which constituted the qualifying transaction of Mira VII Acquisition Corp. under the policies of the TSX Venture Exchange as well as completion of the previously announced $21 million financing.
Goodfood has received conditional approval from the Toronto Stock Exchange (the "TSX") to have its common shares listed and posted for trading on the TSX under the symbol "FOOD", with trading expected to commence on the TSX on or about June 7, 2017.
As previously announced, Goodfood Market Inc. completed a brokered private placement of subscription receipts for gross proceeds of approximately $21 million led by GMP Securities L.P. and including National Bank Financial Inc. and Cormark Securities Inc. (the "Financing"). In connection with the completion of the Transaction, each subscription receipt was automatically exchanged for one common share of Goodfood Market Inc. The holders of Goodfood Market Inc. shares (including those investors in the Financing) received one common share of Goodfood in exchange for each outstanding Goodfood Market Inc. common share.
"The completion of the Transaction and Financing is a significant step for Goodfood" stated Jonathan Ferrari, Chief Executive Officer of Goodfood. "Today, we begin a new chapter for Goodfood. We look forward to the continued growth of the business and creating value for our shareholders", he added.
Following the completion of the Transaction, the former securityholders of Goodfood Market Inc. (including those investors under the Financing) hold a significant majority of the outstanding common shares of Goodfood. There are currently 47,690,185 common shares of Goodfood outstanding following completion of the Transaction and Financing (of which 11,487,565 common shares, representing approximately 24.09% of outstanding common shares, are held indirectly by Neil Cuggy, Chief Operating Officer and Chief Financial Officer of Goodfood, 11,487,565 common shares, representing approximately 24.09% of outstanding common shares, are held indirectly by Jonathan Ferrari, Chief Executive Officer of Goodfood and 8,033,571 common shares, representing approximately 16.85% of outstanding common shares, are owned by edō Capital Inc., a corporation of which Hamnett Hill, a director of Goodfood, is President).
For additional information about Goodfood and the Transaction, please refer to the filing statement dated May 26, 2017 which has been filed on Goodfood's profile on SEDAR (www.sedar.com).
Goodfood is a dinner subscription service delivering fresh ingredients that make it easy for subscribers to prepare delicious meals at home every week. Subscribers select their favorite recipes from a collection of various original dishes at www.makegoodfood.ca. Goodfood prepares a personalized box of ingredients and delivers it to the subscriber's doorstep with easy step-by-step instructions. Goodfood's objective is take the hassle out of cooking, leaving subscribers with the fun part - cooking, sharing with family and eating.
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This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding Goodfood and its business. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the food industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Goodfood has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made Goodfood undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Goodfood Market Corp.
For further information: Goodfood Market Corp. (www.makegoodfood.ca), Jonathan Ferrari, Chief Executive Officer, (514) 553-9172 and Neil Cuggy, Chief Operating Officer and Chief Financial Officer, (514) 836-7956