TORONTO, Jan. 18, 2017 /CNW/ - GreenSpace Brands Inc. ("GreenSpace" or the "Company") (TSXV: JTR) is pleased to announce that it has completed its previously announced acquisition (the "Acquisition") of all of the issued and outstanding shares of Nothing But Nature Inc. ("Nothing But Nature"), owner of the Kiju juice brand.
"The Kiju acquisition is a perfect fit in our evolving portfolio of brands here at GreenSpace. The acquisition of Kiju gives us another pillar, this time in the growing Canadian organic juice segment, which is a category we've been actively looking to enter." says Matthew von Teichman, CEO of GreenSpace. "Kiju is one of the best known organic brands in Canada, with strong regional distribution and fantastic products. I'm excited to see how our team, in particular our sales, marketing and operations groups will be able to impact the Kiju business and we expect this acquisition to be accretive to our consolidated revenue, cash-flow and profitability margins."
The Acquisition was completed pursuant to a share purchase agreement dated January 3, 2017. The aggregate purchase price for Nothing But Nature is approximately $8.88 million to $9.88 million, comprised of $6.22 million in cash, funded by a portion of the net proceeds from the Company's bought deal offering (the "Offering") of subscription receipts (the "Subscription Receipts") completed on January 10, 2017, share consideration of $2.66 million, resulting in the issuance of 2,097,638 common shares in the capital of GreenSpace ("Common Shares") at a price of $1.27 per Common Share and an earn-out of up to $1 million which is payable in Common Shares at a price per share equal to the lower of (i) GreenSpace's Common Shares 20-day volume weighted average trading price prior to the announcement date of the earn-out calculation, and (ii) the volume weighted average trading price for GreenSpace's Common Shares for the 20 days following such announcement date. The earn-out amount is based on a formula providing for $20,000 of earn-out consideration for each $100,000 in Nothing But Nature net revenue in excess of $8.88 million for the 12 month period ending on December 31, 2017.
The aggregate gross proceeds from the Offering (less the expenses of the underwriters) were placed in escrow with Computershare Trust Company of Canada. The proceeds were released from escrow upon the satisfaction of certain escrow release conditions, notice of which has been given by the Company. In accordance with their terms, a total of 7,085,417 Subscription Receipts will automatically convert into the same number of Common Shares (the "Underlying Shares"). A total of 2,916,667 Subscription Receipts (the "Private Subscription Receipts") were offered on a private placement basis, and the Underlying Shares into which the Private Subscription Receipts will automatically convert are subject to a hold period of four months plus one day in accordance with applicable Canadian Securities Laws. The Offering was conducted by a syndicate of underwriters led by Beacon Securities Limited and including Cormark Securities Inc., Canaccord Genuity Corp. and AltaCorp Capital Inc.
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 regarding: the results of the Acquisition and issuance of the Underlying Shares; 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 "may", "will", "expectations", "estimate", "anticipate", "believe", "should", or "plans" or similar expressions (including negative and grammatical variations) 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 grocery retail and agriculture industries, changes in general economic conditions, foreign exchange rates and interest rates, adverse weather, cost and availability of materials used to manufacture GreenSpace's products, competitive developments, legislative and government policy changes, as well as other risk factors included in GreenSpace'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 GreenSpace with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact GreenSpace's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on GreenSpace'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 GreenSpace 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. All forward-looking statements and statements of financial outlook 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, GreenSpace 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