Freshlocal Announces Second and Final Closing of its $13.9 Million Private Placement
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Dec. 23, 2021 /CNW/ - Freshlocal Solutions Inc. (TSX: LOCL) ("Freshlocal" or the "Company") is pleased to announce that it has held a second and final closing of its previously-announced brokered private placement by issuing an aggregate of 1,500 convertible debenture units (the "Convertible Debenture Units") at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds to Freshlocal of $1,500,000. As a result of the second closing, Freshlocal raised total proceeds of $13,915,000 in the private placement (the "Private Placement").
Desjardins Capital Markets acted as lead agent and Cormark Securities Inc. acted as co-agent in connection with the Private Placement.
Each Convertible Debenture Unit is comprised of (i) one 8% subordinated unsecured convertible debenture of the Company, in a principal amount of $1,000, which is convertible into common shares of the Company (each a "Common Share") at a conversion price of $1.90 per Common Share, subject to adjustment in certain events and maturing on December 31, 2024 (the "Maturity Date"); and (ii) 263 common share purchase warrants of the Company (the "Warrants"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per share until the Maturity Date.
The Company intends to use the net proceeds of the Private Placement for working capital, repayment of debt and/or general corporate purposes. The Convertible Debentures will be unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other previously existing unsecured subordinated indebtedness of the Company.
This news release does not constitute an offer to sell, or a solicitation of an offer to sell, any of the securities in the United States. The securities 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 and may not be offered or sold within the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Freshlocal Solutions Inc.
Freshlocal Solutions is a Vancouver-based company that is building a leadership position in the provision of end-to-end grocery e-commerce solutions. The Company operates two primary businesses, FoodX and eGrocery, both of which support its corporate mission to innovate food systems for people, planet and prosperity. Food-X Technologies ("FoodX") is Freshlocal Solutions' scalable end-to-end SaaS-based eGrocery Management Solution (eGMS) which is designed to meet the needs of large and small grocery retailers while providing profitable unit economics. The FoodX eGMS is the culmination of over 20 years of experience in online grocery and the Company's proven track record of delivering efficiently, sustainably and profitably. The Company's consumer eGrocery business has expanded into one of Canada's largest online grocery companies, with a focus on delivering fresh, local, organic produce and groceries, along with exceptional customer experiences. Freshlocal Solutions serves the main urban markets in Alberta and British Columbia through its brick and mortar store locations operating under the Blush Lane and Be Fresh banners, as well as through SPUD.ca which is the Company's award-winning online eGrocery platform. Freshlocal's common shares are listed on the Toronto Stock Exchange under the symbol "LOCL". Please visit www.freshlocalsolutions.com.
Notice on Forward Looking Information
Certain statements contained in this press release may be deemed "forward–looking statements" or "forward–looking information" within the meaning of applicable Canadian and U.S. securities laws. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward– looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward–looking statements or information will transpire or occur, including, but not limited to the use of proceeds of the Private Placement. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Freshlocal's control. These risks, uncertainties and assumptions include, but are not limited to, those risks described under "Risk Factors" in Freshlocal's Filing Statement dated April 9, 2021, a copy of which is available on SEDAR at www.sedar.com and could cause actual events or results to differ materially from those projected in any forward-looking statements. Freshlocal does not intend, nor does Freshlocal undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
SOURCE Freshlocal Solutions Inc.
Investor Relations: Ian S. Tharp, CFA, (416) 567-2563, [email protected]; Media Relations: [email protected]
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