Zoglo's Incredible Food Corp. will commence trading on the CSE under the ticker symbol ZOG

/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/

TORONTO, July 23, 2021 /CNW/ - Zoglo's Incredible Food Corp. ("Zoglo's" or the "Company") is pleased to announce that its Common Shares will be listed on the Canadian Securities Exchange ("CSE") on July 26, 2021 and will commence trading on the CSE at market open on July 26, 2021, under the symbol "ZOG".

"We are pleased to be publicly listed and share Zoglo's unique positioning amongst some of the world's leading plant-based food companies and to bring to Canada the next generation of plant-based meat substitutes and proteins. This is true innovation in terms of taste and texture for the consumers." commented CEO, Anthony Morello.

Go-Public Transaction Details:

The Company has filed a final prospectus dated July 20, 2021, with the securities regulatory authorities in each of the provinces of British Columbia and Ontario (the "Prospectus"). A copy of the Prospectus is available under the Company's profile on SEDAR at www.sedar.com.

Upon commencement of trading, it is anticipated that Zoglo's will have 99,750,000 issued and outstanding Common Shares (46,000,000 of which are subject to escrow restrictions and/or voluntary hold periods), 6,350,000 Common Shares reserved for issuance pursuant to the exercise of outstanding incentive stock options and 1,598,400 Common Shares reserved for issuance pursuant to the exercise of the common share purchase warrants.

Escrow Restrictions:

A certain director of the Company (the "Escrow Shareholder") has entered into an escrow agreement with the Company and an escrow agent (the "Escrow Agreement") pursuant to which the Escrow Shareholder has deposited 46,000,000 Common Shares which such Common Shares will be released in accordance with terms of the Escrow Agreement, CSE Policy and applicable securities laws as follows:

Release Dates	Number of Common Shares
On the date the Company's securities are listed on the CSE (the "Listing Date")	10% of the escrow securities
6 months after the listing date	15% of escrow securities
12 months after the listing date	15% of escrow securities
18 months after the listing date	15% of escrow securities
24 months after the listing date	15% of escrow securities
30 months after the listing date	15% of escrow securities
36 months after the listing date	15% of escrow securities

Contractual Restrictions on Transfer:

In addition, 41,400,000 Common Shares are subject to a voluntary 12-month escrow, whereby 30% will be released on the date that is four months from the Listing Date and 30% will be released every four months thereafter.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Common Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Zoglo's in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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ABOUT ZOGLO'S INCREDIBLE FOOD CORP.:    

Zoglo's Incredible Food Corp. is a private plant-based food company which offers nutrient-rich, plant-based appetizers, veggies, and meat substitutes to fulfill consumers needs for all occasions and cooking requirements. The Company's wholly-owned subsidiary, Zoglo's Incredible Food Inc., currently offers 14 products through its Traditional Green Box product line and aims to offer 12 innovative products for the mainstream market through its new Zoglo's Incredible Black Box product line. Over the past 25 years, Zoglo's products have been in distribution in over 700 retail stores across Canada including Walmart, Shoppers Drug Mart, Sobeys and Loblaws, and has representation in the United States and Europe.

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 limited to the intended use of the net proceeds from the private placement. 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. 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. 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 Zoglo's Incredible Food Corp.

Anthony Morello, CEO, Zoglo's Incredible Food Corp., [email protected]