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TORONTO, Jan. 3, 2017 /CNW/ - GreenSpace Brands Inc. ("GreenSpace") (TSXV: JTR) is pleased to announce that it has signed a share purchase agreement (the "Agreement") dated January 3, 2017 to acquire all of the outstanding shares (the "Acquisition") of Nothing But Nature Inc. ("Nothing But Nature"). The Agreement replaces the binding memorandum of understanding signed by the parties on December 12, 2016.
Nothing But Nature owns the Kiju brand and sells a wide variety of organic juices and drinks throughout Canada and to select US customers. The brand focuses on providing consumers with sustainable, healthy drinks without compromising quality and taste.
The Acquisition is expected to close on or about January 17, 2017 and is subject to a number of closing conditions, including no order or ruling that prevents the completion of the transaction, the delivery of final documentation and the receipt of all necessary regulatory and stock exchange approvals. During the period between the signing of the Agreement and the closing of the Acquisition, the vendors have agreed to operate the business in accordance with customary interim operating covenants. The material terms of the Acquisition are summarized in the final prospectus filed by GreenSpace on December 30, 2016 and the press release dated December 12, 2016, both available on SEDAR. A copy of the Agreement is also available on SEDAR.
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 completion of the Acquisition; 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 (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