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TORONTO, May 1, 2023

TORONTO, May 1, 2023 /CNW/ – Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) (“GFI” or the “Company”), announced today …




Canada NewsWire

TORONTO, May 1, 2023 /CNW/ - Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), announced today that it has entered into a definitive agreement ("Agreement") to sell certain assets ("Purchased Assets") of its subsidiary, GFI Brands Inc., as they relate to the division of Yofiit, a premium plant-based milk and snack food operation ("Yofiit") to 14901100 Canada Inc., a corporation controlled by Marie Amazan and Felix Amazan, the former owners (the "Purchasers" and such transaction, the "Transaction").

The Transaction includes the sale of relevant intellectual property, trademarks, licenses, and operating contracts and agreements. The purchase price for the Purchased Assets will be satisfied through a combination of the assumption by the Purchasers of certain liabilities related to the Purchased Assets, a vendor-take-back note ("Note") in the principal amount of $2.7 million and the remainder being set-off against the Share Repurchase Amount (as defined below).

GFI is confident that the sale is the single best path to provide Yofiit with the necessary recourses and strategic focus to continue its rapid growth into the US market. Over the past year, Yofiit successfully underwent the rebranding of the product, completion of the Protein Industries Canada project resulting in the development of new flavours and innovative plant-based consumer products, along with the successful launch of the product in the US market, including Sprouts Farmers Market and KeHE.

"The divestiture supports our strategy to prioritize investments and capital allocation to our core ingredients business where we can leverage our key competitive advantages, and position the Company to deliver shareholder value," said David Hanna, CEO. "Our strategy is pivoting to focus primarily on driving growth in our recently commissioned pea splitting facility and US distribution and packaging centre which are directly linked to our core business of sourcing and processing locally grown, plant-based ingredients."

Mr. Hanna added, "We will continue to operate our Plant-Based Consumer Goods division; however, with a reduced cost structure and with a focus on our Bentilia branded lentil pasta and retailed packed ingredients produced at our Clayton facility."

Further Details of the Transaction

The principal amount under the Note will be $2.7 million. Simultaneously with the execution of the Agreement, GFI entered into a share purchase agreement with Marie Amazan and Felix Amazan to repurchase for cancellation an aggregate of 1,000,000 shares in the capital of GFI ("Shares" and such repurchase, the "Share Repurchase"). The aggregate purchase price for the Shares shall be the lower of, $350,000 being $0.35 per Share or the "market price" (as calculated in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids) (the "Share Repurchase Amount").

Current inventory of Yofiit products will continue to be held by GFI and sold via a separate agreement to the Purchasers.

The Transaction including the Share Repurchase is anticipated to close in the first quarter of the Company's current fiscal year ending March 31, 2024, subject to customary closing conditions and the receipt of regulatory approvals, including the approval of the TSX Venture Exchange ("TSXV"). 

The 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 Marie Amazon is the co-founder and President of YoFiit. The Company determined that the 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(a) and 5.7(1)(a) of MI 61-101, respectively.

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'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: Pea Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food Ingredients and Plant-Based Consumer 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.


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 closing of the Transaction and receipt of regulatory approvals, including the approval of the TSXV. 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 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

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