GreenSpace Brands announces closing of public offering, over-allotment option and acquisition

/THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES./

TORONTO, Feb. 25, 2016 /CNW/ - GreenSpace Brands Inc. ("GreenSpace") (TSXV: JTR) is pleased to announce that it has closed the previously announced acquisition (the "Acquisition") of 70% of the shares of Central Roast Inc. ("Central Roast") and the public offering of 9,917,184 units (each, a "Unit") of GreenSpace (inclusive of 602,184 Units issued pursuant to the over-allotment option) at a price of $0.90 per Unit for gross proceeds of $8,925,465 (the "Offering").  The Offering was co-led by Canaccord Genuity Corp. and GMP Securities L.P., on behalf of a syndicate of underwriters including Beacon Securities Limited and Dundee Securities Ltd. (the "Underwriters").  GreenSpace and the Central Roast vendors have also entered into a mandatory secured agreement to acquire the remaining 30% shares of Central Roast with closing to occur 13 months from the date hereof.

Each Unit consists of one common share in the capital of GreenSpace ("Common Share") and one-half of one common share purchase warrant ("Warrant"), with each whole Warrant entitling the holder to purchase one Common Share at a price of $1.20 per share until February 25, 2019.  GreenSpace has received conditional approval from the TSX Venture Exchange (the "TSXV") to list the Common Shares and the Warrants on the TSXV.  The Warrants will commence trading on the TSXV on Monday, February 29, 2015 under the symbol "JTR.WT".  The Common Shares currently trade on the TSXV under the symbol "JTR".

In consideration for the services of the Underwriters in connection with the Offering, GreenSpace paid a cash commission of $438,588 and issued 487,321 broker warrants, with each broker warrants exercisable by the holder thereof into one Common Share at a price of $0.90 until February 25, 2018.  In addition, 45,878 Units were issued as part of an advisory fee owing in relation to the Offering and cash commissions of $41,290 became payable.

Mr. Matthew von Teichman, commented: "We are thrilled with the closing of the acquisition of this majority interest in Central Roast.  With this acquisition we have more than doubled our business again. Central Roast brings us into a category we love, clean snacking, and gets us to the scale we need to be in order to start generating meaningful profit and cash-flow. Equally important is that we have demonstrated that we can continue to source, fund and execute on our acquisition strategy even in the most turbulent markets.  We welcome the Central Roast team to GreenSpace and look forward to working with them as we integrate our two businesses."

Early Warning Report

As part of the Offering, Mr. von Teichman, the President and CEO of GreenSpace ("Mr. von Teichman") acquired 28,000 Units.  This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of GreenSpace by Mr. von Teichman.

Following the completion of the Offering, Mr. von Teichman beneficially owns, controls or directs, directly or indirectly, 6,074,843 Common Shares, 14,000 Warrants exercisable to purchase up to 14,000 Common Shares, and stock options exercisable to purchase up to 386,765 Common Shares, representing approximately 16.98% of the issued and outstanding Common Shares on a non-diluted basis, and 17.90% on a fully diluted basis, assuming exercise of Mr. von Teichman's warrants and stock options.

Mr. von Teichman acquired the Units for investment purposes and has no present intention to acquire additional securities of GreenSpace but may acquire additional securities of GreenSpace, dispose of some or all of the securities he now owns or controls, or continue to hold his current position in the future.  A copy of the Early Warning Report for Mr. von Teichman can be found under GreenSpace's profile at www.SEDAR.com.

About GreenSpace

GreenSpace is a Canadian-based brand ideation team that develops, markets and sells premium natural food products to consumers across Canada. GreenSpace owns Rolling Meadow Dairy, Canada's first grass fed dairy product line that has built upon the founding values of GreenSpace's original brand, Life Choices. Life Choices features premium convenience meat products made with grass fed and pasture raised meats without the use of added hormones and antibiotics. GreenSpace owns Holistic Choice, a premium natural pet food line and Nudge, a line of family favorite foods made better. GreenSpace also owns Love Child (Brands) Inc., a producer of 100% organic food for infants and toddlers made with the purest, natural and most nutritionally-rich ingredients and recently acquired Central Roast, a clean snacking brand that has been one of the leading natural food brands in Canada over the last several years. All brands are wholly owned and retail in a variety of natural and mass retail grocery locations across Canada. For more information visit www.greenspacebrands.ca. GreenSpace's filings are also available at www.SEDAR.com.

Forward Looking Information

Certain statements in the documents referred to in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning the Corporation's financial position in the future, business synergies and plans with respect to the mandatory secured agreement.  Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that: (1) GreenSpace may not achieve the results currently anticipated; and (2) GreenSpace may not be able to obtain financing in the future.  Although GreenSpace believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because GreenSpace can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of required regulatory approvals. Details of the risk factors relating to GreenSpace and its business are discussed under the heading "Risk Factors" in the final prospectus of GreenSpace filed on February 22, 2016 and "Risks and Uncertainties Related to the Business" in GreenSpace's annual information form dated November 9, 2015, a copy of which is available on GreenSpace's SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by GreenSpace and described in the forward looking information. The forward-looking information contained in this press release is made as of the date hereof and GreenSpace undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward looking information contained in this press release is expressly qualified by this cautionary statement.

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 release.

SOURCE GreenSpace Brands Inc.

Joanna Longo, Terre Partners, [phone] x 233, [email protected]; Mathew Walsh, Chief Financial Officer, GreenSpace Brands Inc., [phone] x 201, [email protected]