/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
VANCOUVER, BC, July 13, 2020 /CNW/ - The Very Good Food Company Inc. (CSE: VERY) ("VGFC" 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. The Underwriter has agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,000,000 units (the "Units") at a price of $1.30 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $5,200,000 (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 of the Company (each, a "Warrant Share") for a period of 18 months following the closing of the Offering at an exercise price of $2.00 per 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 600,000 Units at the Offering 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 this option is exercised in full, an additional $780,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $5,980,000.
The Company intends to use the proceeds from the Offering to pursue an expansion to the United States, for continued investment in its product portfolio through research and development and potential accretive acquisitions within the plant-based sector, and for general corporate purposes. The Offering is expected to close on or about August 12, 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, 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), and in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended (the "1933 Act"). The Units may be sold in such other jurisdictions as the Company and the Underwriter may agree.
The securities referred to in this news release have not been, nor will they be, registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons 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 under applicable securities laws. Such forward-looking information is 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 limited to: the intended use of the net proceeds from the Offering such as for an expansion to the United States and potential accretive acquisitions within the plant-based sector, 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.. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the timing and ability of the Company to close the Offering and to obtain all necessary approvals, if at all. Other 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. 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]