/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 10, 2017 /CNW/ - GreenSpace Brands Inc. ("GreenSpace" or the "Company") (TSXV: JTR) is pleased to announce that it has completed its previously announced bought deal offering of subscription receipts of the Company (the "Subscription Receipts") at a price of $1.20 per Subscription Receipt (the "Offering") for aggregate gross proceeds of $8,502,500.40. The Offering was conducted by a syndicate of underwriters (the "Underwriters") led by Beacon Securities Limited ("Beacon") and including Cormark Securities Inc., Canaccord Genuity Corp. and AltaCorp Capital Inc.
A total of 7,085,417 Subscription Receipts were sold pursuant to the Offering, including 543,750 Subscription Receipts issued as a result of the Underwriters' full exercise of the over-allotment option. An aggregate of 4,168,750 Subscription Receipts were offered by way of a short form prospectus filed in each of the Provinces of Canada (other than Quebec) and in the United States to Qualified Institutional Buyers pursuant to Rule 144A of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and 2,916,667 Subscription Receipts (the "Private Subscription Receipts") were offered on a private placement basis to eligible purchases in each of the Provinces of Canada. The Offering is subject to the final acceptance of the TSX Venture Exchange.
The gross proceeds from the Offering less the expenses of the Underwriters have been placed in escrow with Computershare Trust Company of Canada. The proceeds will be released from escrow and each Subscription Receipt shall convert into one common share of the Company (a "Common Share") upon fulfilment of certain escrow release conditions and upon notice thereof from Beacon and the Company. The net proceeds of the Offering will be used by the Company to finance the previously announced acquisition of all of the outstanding shares of Nothing But Nature Inc. (the "Acquisition") and for working capital and general corporate purposes. The Acquisition is scheduled to close on or about January 17, 2017 and is subject to satisfaction of certain closing conditions.
Following the exchange of the Subscription Receipts for Common Shares, the Company has agreed to appoint a candidate put forward by a significant shareholder and approved by GreenSpace to the board of directors of GreenSpace, and to nominate such approved candidate at each annual general meeting of the Company for so long as such shareholder owns at least 5% of the issued and outstanding voting securities of the Company. The appointment is subject to applicable legal and stock exchange requirements.
In consideration for their services, the Company will pay to the Underwriters a cash commission equal to 6% of the gross proceeds raised under the Offering, other than in relation to any Subscription Receipts issued to certain "president's list" investors in an aggregate amount of up to $500,000, in respect of which the Underwriters will receive a cash commission equal to 3% of the gross proceeds raised under the Offering.
The Private Subscription Receipts and the Common Shares into which the Private Subscription Receipts are convertible are subject to a hold period of four months plus one day in accordance with applicable Canadian Securities Laws.
The Subscription Receipts have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Subscription Receipts in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.
About GreenSpace Brands Inc.
GreenSpace is a Canadian-based brand ideation team that develops, markets and sells premium natural food products to consumers across Canada. GreenSpace owns Rolling Meadow Dairy, Canada's first grass fed dairy product line that has built upon the founding values of Greenspace's original brand, Life Choices. Life Choices features premium convenience meat products made with grass fed and pasture raised meats without the use of added hormones and antibiotics. GreenSpace owns Holistic Choice, a premium natural pet food line and Nudge, a line of family favorite foods made better. GreenSpace acquired Love Child (Brands) Inc., a producer of 100% organic food for infants and toddlers made with the purest, natural and most nutritionally-rich ingredients and also acquired Central Roast Inc., a clean snacking brand that has been one of the leading Natural food brands in Canada over the last several years. All brands are wholly owned and retail in a variety of natural and mass retail grocery locations across Canada.
Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements made related to the completion of the Acquisition, statements made related to projected revenue, forecasted profitability, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements and there can be no assurance that actual results will be consistent with these forward-looking statements. Factors that could cause such differences include the cyclical nature of the construction and agriculture industries, changes in general economic conditions and interest rates, adverse weather, cost and availability of materials used to manufacture the Company's products, competitive developments, legislative and government policy changes, as well as other risk factors included in the Company's Annual Information Form dated August 16, 2016 under the heading "Risks and Uncertainties Related to the Business" and as described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements or levels of dividends and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. The factors underlying current expectations are dynamic and subject to change. Certain statements included in this press release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for all purposes. All forward-looking statements in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE GreenSpace Brands Inc.
For further information: Matthew von Teichman, President & Chief Executive Officer, GreenSpace Brands Inc., Tel: (416) 934-5034 Ext. 200; Mathew Walsh, Chief Financial Officer, GreenSpace Brands Inc., Tel: (416) 934-5034 Ext. 201