/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
VANCOUVER, BC, June 15, 2021 /CNW/ - The Very Good Food Company Inc. (TSXV: VERY.V) (OTCQB: VRYYF) (FSE: 0SI) ("VERY GOOD" or the "Company"), a leading plant-based food technology 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 4,055,000 units of the Company (the "Units") at a price of $3.70 per Unit (the "Issue Price") for aggregate gross proceeds to the Company of $15,003,500 (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 $4.60 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 608,250 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 $2,250,525 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $17,254,025.
VERY GOOD intends to use the proceeds from the Offering to fund the commencement of operations at its production facility in Patterson, California (the "Patterson Facility"), accretive acquisitions within the plant-based food sector, US eCommerce and wholesale expansion efforts, International eCommerce launches and for general corporate purposes. The Offering is expected to close on or about July 8, 2021, or such other date as agreed to between the Company and the Underwriter, and is subject to certain closing conditions including, but not limited to, the entry into of an underwriting agreement between the Company and the Underwriter, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture 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.
About The Very Good Food Company Inc.
The Very Good Food Company Inc. is an emerging plant-based food technology company that produces nutritious and delicious plant-based meat and cheese products under VERY GOOD's core brands: The Very Good Butchers and The Very Good Cheese Co. www.verygoodfood.com
OUR MISSION IS LOFTY, BADASS BUT BEAUTIFULLY SIMPLE: GET MILLIONS TO RETHINK THEIR FOOD CHOICES WHILE HELPING THEM DO THE WORLD A WORLD OF GOOD. BY OFFERING PLANT-BASED FOOD OPTIONS SO DELICIOUS AND NUTRITIOUS, WE'RE HELPING THIS KIND OF DIET BECOME THE NORM.
This news release contains forward-looking information 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 statements relating to the intended use of the net proceeds from the Offering, 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 information is based on a number of factors and assumptions which have been used to develop such information, but which may prove to be incorrect including, but not limited to, material assumptions with respect to the timing and ability of the Company to close the Offering and to obtain all necessary approvals, if at all and the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because VERY GOOD can give no assurance that such expectations will prove to be correct. Risks and uncertainties that could cause actual results, performance or achievements of VERY GOOD to differ materially from those expressed or implied in such forward-looking information include, among others, negative cash flow and future financing requirements to sustain and grow operations, limited history of operations and revenues and no history of earnings or dividends, expansion of facilities, competition, availability of raw materials, dependence on senior management and key personnel, general business risk and liability, regulation of the food industry, change in laws, regulations and guidelines, compliance with laws, unfavourable publicity or consumer perception, product liability and product recalls, risks related to intellectual property, difficulties with forecasts, management of growth and litigation, as well as the impact of, uncertainties and risks associated with the ongoing COVID-19 pandemic, many of which are beyond the control of VERY GOOD. For a more comprehensive discussion of the risks faced by VERY GOOD, please refer to VERY GOOD's most recent Annual Information Form filed with Canadian securities regulatory authorities at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available. 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, VERY GOOD 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 information contained in this news release is expressly qualified by this cautionary statement.
The TSX Venture Exchange has neither approved nor disapproved of the contents of this news release. 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 news release.
SOURCE The Very Good Food Company Inc.
View original content: http://www.newswire.ca/en/releases/archive/June2021/15/c6033.html