/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
VANCOUVER, BC, Nov. 16, 2020 /CNW/ - The Very Good Food Company Inc. (CSE: VERY) ("VERY" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (the "Underwriter"), acting as lead underwriter and sole bookrunner, pursuant to which the Underwriter has agreed to purchase, on a bought deal basis, an aggregate of 2,857,200 units of the Company (the "Units") at a price of $3.50 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $10,000,200 (the "Offering").
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share (each, a "Warrant Share") for a period of 18 months following the closing of the Offering at an exercise price of $4.50 per Warrant Share, subject to adjustment in certain events.
The Company has agreed to grant the Underwriter an over-allotment option to purchase up to an additional 428,580 Units at the Issue Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering to cover over-allotments, if any, and for market stabilization purposes. If the over-allotment option is exercised in full, an additional $1,500,030 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $11,500,230.
VERY intends to use the proceeds from the Offering to fund the commencement of operations at its recently announced new production facility in Vancouver, British Columbia (the "Rupert Facility"), and for general corporate purposes. The Offering is expected to close on or about December 4, 2020 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.
The Units will be offered by way of a short form prospectus to be filed in British Columbia, Alberta, Saskatchewan, Ontario, New Brunswick, and Nova Scotia, and may also be sold in certain offshore jurisdictions (provided that placement in such offshore jurisdictions does not give rise to the filing of a prospectus or registration statement or to any continuous disclosure obligations).
The securities referred to in this news release have not been, nor will they be, registered under the U.S. Securities Act of 1933 Act, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
The Very Good Food Company Inc. is an emerging plant-based food technology company that designs, develops, produces, distributes and sells a variety of plant-based meat and other food alternatives. Our mission is to employ plant-based food technology to create products that are delicious while maintaining a wholesome nutritional profile. To date we have developed a core product line under The Very Good Butchers brand.
Neither the Canadian Securities Exchange nor its Market Regulator (as defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. Forward-looking information contained or referred to in this news release includes, but is not be limited to: the intended use of the net proceeds from the Offering to fund the commencement of operations at the Rupert Facility and for general corporate purposes, the timing and ability of the Company to close the Offering, if at all, the number of Units offered or sold, the gross proceeds of the Offering, the timing and ability of the Company to obtain all necessary approvals, if at all, and the terms and jurisdictions of the Offering. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Assumptions in respect of the costs of the Offering and the Company's ability to obtain all necessary approvals are material assumptions made in preparing forward-looking statements or information and management's expectations. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: negative cash flow and future financing requirements to sustain operations; dilution; limited history of operations and revenues and no history of earnings or dividends; competition; economic changes; and the impact of and risks associated with the ongoing COVID-19 pandemic including the risk of disruption at the Company's facilities or in its supply and distribution channels. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
SOURCE The Very Good Food Company Inc.
For further information: Mitchell Scott, Chief Executive Officer and Director, Kevan Matheson, Corporate Communications and Investor Relations, Email: [email protected]