GFI ANNOUNCES CREATION OF PET FOOD INGREDIENTS SUBSIDIARY
TORONTO, Aug. 14, 2023
TORONTO, Aug. 14, 2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), announced today that it has created a new subsidiary named Big Sky Milling Inc. ("Big Sky") as part of the previously announced planned minority investment in its pet food ingredients division (the "Pet Food Transaction") with 35 Oak Holdings Ltd. ("35 Oak"). GFI will be transferring all of its pet food ingredients assets and business into Big Sky, which will be fully dedicated to serving the North American pet food industry with existing products as well as new growth planned through product expansion and new investments. As GFI completes the formation of the new dedicated pet food operations under the Big Sky brand, 35 Oak has advanced a $3.0 million deposit for the pending investment. GFI may immediately use such advance in funding its day-to-day operations. GFI is working to complete the Pet Food Transaction reorganization in September 2023, subject to completion of definitive agreements, satisfaction of customary closing conditions, and receipt of regulatory approvals, including the approval of the TSXV.
35 Oak's participation in the Pet Food 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 35 Oak is a shareholder of the Company. The Company determined that the Pet Food 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(e) and 5.7(1)(c) of MI 61-101, respectively, as the Pet Food Transaction is supported by a control person of the Company in the circumstances described in section 5.5(e) of MI 61-101.
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: Core Ingredients, Value-Added Ingredients, Plant-Based Pet Food Ingredients and Downstream Products. 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.
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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 Pet Food Transaction, the transfer of its pet food ingredients assets and business to Big Sky and the terms and conditions, closing date and impacts thereof. 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