TORONTO, March 30, 2020 /CNW/ - GreenSpace Brands Inc. (the "Company") (TSXV: JTR) is pleased to announce that, further to its news releases of February 19 and 26, 2020, it has closed the second tranche of its non-brokered private placement ("Private Placement"), subject to final approval of the TSX Venture Exchange ("TSXV"). The Company received shareholder approval and conditional approval from the TSXV for PenderFund Capital Management Ltd. ("Pender") to become a "control person" in the Company by holding, directly or indirectly, a greater than 20% equity stake in the Company. Pender also retains the right to appoint a majority of the directors of the Company. Consequently, effective upon closing of the second tranche of the Private Placement, Michael Lovsin and Nick Dean have both resigned as members of the Board of Directors and John Kelly Edmison has been appointed by Pender as the 5th Director of the Company and the 3rd individual to be nominated by Pender to the Board of Directors. The 3 nominees of Pender are Paul Henderson, John Kelly Edmison and Tracy Tidy joining Matthew von Teichman and Mike LeClair as the other Directors. Both the change of the Board of Directors and the 27.5% of the Common Shares of the Company now owned by Pender represent a Change of Control in the Company according to TSXV rules.
The second tranche of the Private Placement ("Second Tranche") consists of subscriptions of 39,244,452 Common Shares in the capital of the Company ("Common Shares"), at a price of $0.065 per Common Share for gross proceeds of $2,550,889. Pender, through investment funds managed by Pender, subscribed for 37,705,991 Common Shares at a price of $0.065 per Common Share for gross proceeds of $2,450,889 in the Second Tranche. Pender, through investment funds managed by Pender, beneficially owns, or controls or directs, directly or indirectly, 63,699,000 Common Shares representing approximately 27.5% of the Company. Under the terms of the Private Placement, the Company has issued an aggregate 100 million Common Shares at a price of $0.065 for aggregate gross proceeds of $6.5 million.
The Common Shares issued in the Second Tranche are subject to a statutory hold period of four months plus a day from the closing date as prescribed by the TSXV and applicable securities laws.
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.
About GreenSpace Brands Inc.
GreenSpace is a Canadian-based brand ideation team that develops, markets and sells premium natural food products to consumers across North America. GreenSpace owns Love Child, a producer of 100% organic food for infants and toddlers made with the purest, natural and most nutritionally-rich ingredients, Central Roast, a clean snacking brand featuring a wide assortment of nut and seed mixes, CEDAR, a Canadian based Cold Press Juice business and GO VEGGIE, one of the leaders in the US plant-based cheese market. 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 concerning the Company's future objectives, strategies to achieve those objectives, 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, volatility in interest and exchange rates, volatility in the capital or credit markets, as well as other risk factors included in the Company's Annual Information Form 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 is based only on information currently available to us and speaks only as of the date on which it is made, 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.
SOURCE GreenSpace Brands Inc.
For further information: Matthew von Teichman, President & Chief Executive Officer, GreenSpace Brands Inc., Tel: (416) 934-5034 Ext. 200; Stuart Pasternak, Chief Financial Officer, GreenSpace Brands Inc., Tel: (416) 934-5034 Ext. 210