In accordance with the asset purchase agreement ("APA") dated
In accordance with the terms of the Note, the Purchasers will have an interest holiday period until the day that is 18 months from the closing (the "Interest Holiday Period"), following which the Note will bear interest at 10% per annum on any outstanding amounts. If any principal amount owning under the Note remains outstanding following the Interest Holiday Period, the Company will be entitled a royalty of the Purchaser's quarterly sales, with the royalty percentage adjusted according to the outstanding amount owing under the Note. The Note will mature 36 months from closing and be secured against the Purchased Assets, inventory of the business and other assets of the Purchasers pursuant to a general security agreement entered into between the parties.
In addition, the parties executed an inventory purchase agreement whereby the Yofiit products will continue to be held by GFI at closing and sold to the Purchasers over a period of six months following closing.
Simultaneously with the closing of the Transaction, GFI entered into a share purchase agreement with
The Transaction constitutes a "related party transaction" of GFI, within the meaning of Multilateral Instrument 61-101 – Protections of Minority Security Holders in Special Transactions ("MI 61-101") as Marie Amazon is the co-founder and President of YoFiit. The Company determined that the Transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively.
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's vision is to become a vertically integrated farm-to-fork plant-based company providing traceable, locally sourced, healthy and sustainable food and ingredients. GFI is organized into four primary business lines: Pea Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food Ingredients and Plant-Based Consumer Goods. Headquartered in
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.
This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact. Forward-looking statements include 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 repayment of the Note and the business vision of GFI. 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
W: www.gfiglobalfood.com
S: https://linktr.ee/gfi.globalfood
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