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Canada NewsWire

Funding to be used for the completion of internal projects and working capital

TORONTO, Feb. 2, 2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), is pleased to announce that it has arranged a $3.0 million debt financing (the "Loan") with a significant shareholder, 35 Oak Holdings Ltd. ("35 Oak").

Under the terms of the Loan, the Company will receive a term loan of $3.0 million ($2.9 million, net of the cash commitment fee) is advanced to the Company immediately. The Loan is subordinated to the Company's senior debt and matures in one year, when the principal and accrued and unpaid interest are due in full. The Loan bears interest at a rate of 15% per annum. The Loan and accrued interest are repayable at any time by the Company without penalty. As additional consideration for providing the Loan, the Company will issue non-transferable warrants (each, a "Warrant") to purchase an aggregate of 2,500,000 common shares of the Company to 35 Oak, each Warrant entitling the holder to acquire one common share of the Company (each, a "Warrant Share") at an exercise price of $0.60 per Warrant Share for a period of two years from the date of issuance of the Warrants. The issuance of the Warrants is subject to approval of the TSX Venture Exchange (the "TSXV"). There are no additional fees, financial covenants or security associated with the Loan.

The proceeds from the Loan will be used to (a) fund capital and related expenditures for existing projects, and (b) provide general working capital to help fund the Company's growth opportunities.

The Loan constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as 35 Oak is a related party of the Company given its greater than 10% beneficial shareholding of the Company. The Company has relied on exemptions contained in section 5.5(a) and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements in MI 61-101 in respect of the Loan since neither the fair market value of the Loan, nor the fair market value of the consideration for the Loan, exceeds 25% of the Company's market capitalization. The Company will file a material change report in respect of the Loan. The material change report will be filed less than 21 days prior to the closing of the Loan since the terms and conditions of the Loan were not agreed upon until shortly prior to closing of the Loan.

About GFI

GFI is a fast-growing Canadian plant-based food and ingredients company, connecting the local farm to the global supply chain for peas, beans, lentils, chickpeas and other high protein specialty crops. GFI is organized into four primary business lines: Pea Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food Ingredients and Plant-Based Consumer Packaged Goods. Headquartered in Toronto, GFI buys directly from its extensive network of farmers, processes its products locally at its four wholly-owned processing facilities in Western Canada and ships to 37 countries across the world.

GFI's vision is to become a vertically integrated farm-to-fork plant-based company providing traceable, locally sourced, healthy and sustainable food and ingredients. Through recent acquisition and development activities, GFI now offers a full suite of Plant-Based Consumer Packaged goods with over 20 SKUs under the Yofiit, Bentilia and Five Peas in Love brands.


Neither the TSXV nor its Regulation Service Provider (as defined policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Information

This press release contains certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Forward-looking information in this press release includes without limitation statements relating to the issuance of the Warrants and approval of the TSXV therefor, the use of proceeds of the Loan and the ability of GFI to scale its business units and grow revenues with proceeds of the Loan. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. GFI undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of GFI, its securities, or financial or operating results (as applicable). Although GFI believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond GFI's control, including the risk factors discussed in GFI's annual information form for the year ended March 31, 2022, which are incorporated herein by reference and are available through SEDAR at The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is given as of the date hereof. GFI disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SOURCE Global Food and Ingredients

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