/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR
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VANCOUVER, BC, Nov. 25,
2022 /CNW/ - Plantify Foods, Inc. (TSXV: PTFY)
("Plantify" or the "Company") is pleased to announce
that it has engaged three arm's-length consultants (the
"Consultants") to provide certain financial and capital
markets advisory services (the "Services") to the Company,
pursuant to consulting agreements effective as of November 9, 2022 (the "Agreements").
In consideration for the Services provided by two of the
Consultants, the Company will pay such Consultants a fee of
C$345,000 each, payable in equal
quarterly installments of C$45,000
over the first 21 months of the applicable Agreements, with a final
payment of C$30,000 on the 23-month
anniversary of the applicable Agreements; and in consideration for
the Services provided by the third Consultant, the Company will pay
such Consultant a fee of C$180,000,
payable in equal quarterly installments over the 24-month term of
the applicable Agreement (collectively, the "Fees"). In the
Company's discretion, the Fees will be paid in cash, the issuance
of common shares in the capital of the Company (the "Common
Shares") or a combination thereof. For services already
rendered, the Company has agreed to pay two of the Consultants a
fee C$45,000 each, satisfied through
the issuance of an aggregate of 1,341,280 Common Shares at a price
of $0.0671 per Common Share.
In respect of the Common Shares to be issued pursuant to the
Agreements, the Company will issue such number of Common Shares as
is equal to the quotient obtained by dividing the applicable amount
due by the greater of (A) the 90-day volume weighted average
trading price of the Company's listed shares on the TSX Venture
Exchange (the "TSXV") for the 90 trading days immediately
preceding the press release announcing the applicable Common Share
issuance, and (B) the Discounted Market Price (as defined in the
policies of the TSXV) of the Common Shares.
The Agreements and the issuance of the Common Shares thereunder
are subject to the approval of the TSXV. All securities issued
pursuant to the Agreements will be subject to a hold period of four
months plus one day from the date of issuance thereof in accordance
with applicable TSXV polices and Canadian securities laws.
About Plantify Foods, Inc.
Plantify Foods, Inc. is an Israeli food tech company focused on
the development and production of "clean-label" plant-based
products. Plantify's unique technology allows for the production of
plant-based meat alternatives, dips, and snacks, with natural
ingredients familiar to consumers that are free of preservatives,
free of common food allergens, are GMO-free and enjoy the same or
longer shelf life than most preservative-containing products of the
same category. Plantify is also engaged in developing functional
foods with health benefits supported by independent testing that it
anticipates will enable it to make health claims under US Food and
Drug Administration and Canadian Food Inspection Agency
regulations. Plantify currently sells its products in Israel and North
America.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain acts, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
information in this press release may include, without limitation,
statements with respect to TSXV approval of the Agreements.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company, as
the case may be, to be materially different from those expressed or
implied by such forward-looking information. Although the Company
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. Actual results
and developments may differ materially from those contemplated by
these statements depending on certain risks and uncertainties
including, but not limited to, the Company may not receive the
final approval of the TSXV for Agreements and the risks and
uncertainties discussed in our filing statement filed with the
Canadian securities regulators and available on the Company's
profile on SEDAR at www.sedar.com, which risks and uncertainties
are incorporated herein by reference. The Company does not
undertake to update any forward-looking information, except in
accordance with applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Plantify Foods, Inc.