EARLY WARNING NEWS RELEASE - HOLDINGS OF GLOBAL FOOD AND INGREDIENTS LTD. (FORMERLY, PIVOTAL FINANCIAL CORP.)

TORONTO, June 13, 2022 /CNW/ - This press release is being issued in connection with the filing of an early warning report (the "Early Warning Report") pursuant to the requirements of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting

Issues regarding the acquisition of securities of Global Food and Ingredients Ltd. (the "Company") in connection with the closing of the Company's "Qualifying Transaction" (as such term is defined under the policies of the TSX Venture Exchange) on June 10, 2022. The Qualifying Transaction was completed pursuant to the terms and conditions of the previously announced amended and restated business combination agreement dated May 17, 2022 among Global Food and Ingredients Inc. ("GFI"), a company incorporated under the Canada Business Corporations Act ("CBCA"), the Company and 1347669 Canada Inc., a wholly-owned subsidiary of the Company ("Subco"). Pursuant to the Qualifying Transaction, GFI and Subco completed a "three-cornered" amalgamation under the provisions of the CBCA, pursuant to which GFI amalgamated with Subco, and the securities of GFI were exchange for securities of the Company.

The head office of the Company is 43 Colborne Street, Suite 400, Toronto, Ontario M5E 1E3.

David Hanna and Samira Sharezay

As a result of the Qualifying Transaction, David Hanna ("David") and Samira Sharezay ("Samira") with an address for service at 43 Colborne Street, Suite 400, Toronto, Ontario M5E 1E3 acquired direct and indirect ownership and control of an aggregate of 22,700,000 common shares of the Company ("Common Shares") (including 22,200,000 Common Shares and 500,000 options to purchase Common Shares) ("David and Samira's Acquired Securities") on June 10, 2022, in exchange for securities of GFI previously held by David and Samira on the same basis as all other prior security holders of GFI. David is the Chief Executive Officer and a director of the Company. 

David and Samira's Acquired Securities represent approximately 33.7% of the issued and outstanding Common Shares on a non-diluted basis and 34.3% of the issued and outstanding Common Shares on a partially diluted basis, as of the date of the closing of the Qualifying Transaction. Prior to the Qualifying Transaction, neither David nor Samira, nor any joint actor had ownership or control of any securities of the Company. The Common Shares acquired by David and Samira were issued from treasury pursuant to the Qualifying Transaction for deemed consideration per Common Shares of $1.25, for an aggregate deemed consideration paid of approximately $27,750,000.

35 Oak Holdings Ltd.

As a result of the Qualifying Transaction, 35 Oak Holdings Ltd. ("35 Oak") with an address for service at 35 Oak Street, Toronto, Ontario M9N 1A1 acquired direct and indirect ownership and control of 10,198,906 Common Shares (including 8,755,278 Common Shares, 1,060,278 warrants to purchase Common Shares, 133,350 finder's warrants to purchase Common Shares and 250,000 options to purchase Common Shares) ("35 Oak Acquired Securities") on June 10, 2022, in exchange for securities of GFI previously held by 35 Oak on the same basis as all other prior security holders of GFI.

35 Oak Acquired Securities represent approximately 13.3% of the issued and outstanding Common Shares on a non-diluted basis and 15.1% of the issued and outstanding Common Shares on a partially diluted basis, as of the date of the closing of the Qualifying Transaction. Prior to the Qualifying Transaction, neither 35 Oak nor any joint actor had ownership or control of any securities of the Company. The Common Shares acquired by 35 Oak were issued from treasury pursuant to the Qualifying Transaction for deemed consideration per Common Shares of $1.25, for an aggregate deemed consideration paid of approximately $10,944,098.

Other Information

David, Samira and 35 Oak hold the securities of the Company for investment purposes and do not have any current intentions to increase or decrease their respective beneficial ownership or control or direction over any additional securities of the Company. As disclosed herein and in the Filing Statement of the Company dated May 30, 2022, David and Samira's Acquired Securities and 35 Oak Acquired Securities (collectively, the "Acquired Securities") are subject to a value security escrow agreement in accordance with Policy 5.4 of the TSX Venture Exchange (the "TSXV Value Escrow Agreement"). Upon release of the Acquired Securities from escrow pursuant to the TSXV Value Escrow Agreement and subject to any other lock-up agreements, David, Samira and 35 Oak may, from time to time and depending on market and other conditions, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserve the right to dispose of any or all of the securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.

The Early Warning Report will be filed by David, Samira and 35 Oak in accordance with applicable securities laws. 

SOURCE Global Food and Ingredients

To obtain a copy of the Early Warning Report, please contact: William (Bill) Murray, CFO of the Company, Phone: [phone], Email: [email protected]