GFI ISSUES BONUS WARRANTS TO RELATED PARTY AND EARLY WARNING NEWS RELEASE

TORONTO, Feb. 28, 2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), is pleased to announce that it has received TSX Venture Exchange ("TSXV") acceptance for issuance of bonus warrants as part of the loan transaction announced on February 2, 2023 pursuant to which GFI obtained an unsecured term loan of $3.0 million ($2.9 million, net of the cash commitment fee) (the "Loan") from a significant shareholder, 35 Oak Holdings Ltd. ("35 Oak").

As a condition of the Loan, on February 28, 2023, the Company issued 2,500,000 non-transferable common share purchase warrants (the "Bonus Warrants") to 35 Oak, each Bonus 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. The Bonus Warrants will expire one year from issuance on February 28, 2024. The Warrants will be subject to a hold period of four months and a day from the date of issuance, ending on June 29, 2023.  The issuance of the Warrants is exempt from prospectus requirements based on the exemption set out under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions as 35 Oak is an accredited investor. There are no additional fees or commissions associated with the Loan.

35 Oak - Early Warning Report

This press release is additionally 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 the Company. As a condition of the Loan, on February 28, 2023, 35 Oak with an address for service at 35 Oak Street, Toronto, Ontario M9N 1A1 acquired 2,500,000 Bonus Warrants. The Bonus Warrants were a material inducement to 35 Oak disbursing the Loan.

Immediately before the acquisition of the Bonus Warrants ("Acquisition"), 35 Oak had direct and indirect ownership and control of a total of 14,250,518 common shares of the Company ("Common Shares") (including 12,094,834 Common Shares, 1,405,684 warrants and 750,000 stock options of the Company). Following completion of the Acquisition, 35 Oak now has direct and indirect ownership and control of a total of 16,750,518 Common Shares (including 12,094,834 Common Shares, 3,905,684 warrants and 750,000 stock options of the Company), representing approximately 18.3% of the issued and outstanding Common Shares on a non-diluted basis and 24.6% of the issued and outstanding Common Shares on a partially diluted basis.

35 Oak holds the securities of the Company for investment purposes and does not have any current intentions to increase or decrease their respective beneficial ownership or control or direction over any additional securities of the Company. 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 35 Oak in accordance with applicable securities laws. 

To obtain a copy of the Early Warning Report, please contact:

Bill Murray, CFO of the Company
Phone:  [phone]
Email:    [email protected]

The Company's head office is located at 43 Colborne Street, Suite 400 Toronto, Ontario M5E 1E3.

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.

Disclaimer

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 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 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 March 31, 2022, which are incorporated herein by reference and are available through SEDAR at www.sedar.com. 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

GLOBAL FOOD AND INGREDIENTS LTD., Bill Murray, Chief Financial Officer, T: 416-840-6801, E: [email protected], W: www.gfiglobalfood.com, S: https://linktr.ee/gfi.globalfood