/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES/
VANCOUVER, BC, June 15, 2021 /CNW/ - The Very Good Food Company
Inc. (TSXV: VERY.V) (OTCQB: VRYYF) (FSE: 0SI) ("VERY GOOD" or the
"Company"), a leading plant-based food technology company, is
pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp. (the "Underwriter"), acting as lead
underwriter and sole bookrunner, pursuant to which the Underwriter
has agreed to purchase, on a bought deal basis, an aggregate of
4,055,000 units of the Company (the "Units") at a price of
$3.70 per Unit (the "Issue
Price") for aggregate gross proceeds to the Company of
$15,003,500 (the
"Offering").
Each Unit will consist of one common share of the Company (a
"Common Share") and one-half of one common share purchase
warrant of the Company (each whole warrant, a "Warrant").
Each Warrant will be exercisable to acquire one Common Share (each,
a "Warrant Share") for a period of 18 months following the
closing of the Offering at an exercise price of $4.60 per Warrant Share, subject to adjustment in
certain events.
The Company has agreed to grant the Underwriter an
over-allotment option to purchase up to an additional 608,250 Units
at the Issue Price, exercisable in whole or in part, at any time
and from time to time on or prior to the date that is 30 days
following the closing of the Offering to cover over-allotments, if
any, and for market stabilization purposes. If the over-allotment
option is exercised in full, an additional $2,250,525 in gross proceeds will be raised
pursuant to the Offering and the aggregate gross proceeds of the
Offering will be $17,254,025.
VERY GOOD intends to use the proceeds from the Offering to fund
the commencement of operations at its production facility in
Patterson, California (the
"Patterson Facility"), accretive acquisitions within the
plant-based food sector, US eCommerce and wholesale expansion
efforts, International eCommerce launches and for general corporate
purposes. The Offering is expected to close on or about
July 8, 2021, or such other date as
agreed to between the Company and the Underwriter, and is subject
to certain closing conditions including, but not limited to, the
entry into of an underwriting agreement between the Company and the
Underwriter, the receipt of all necessary regulatory and stock
exchange approvals, including the approval of the TSX Venture
Exchange and the applicable securities regulatory authorities.
The Units will be offered by way of a short form prospectus to
be filed in British Columbia,
Alberta, Saskatchewan, Ontario, New
Brunswick, and Nova Scotia,
and may also be sold in certain offshore jurisdictions (provided
that placement in such offshore jurisdictions does not give rise to
the filing of a prospectus or registration statement or to any
continuous disclosure obligations).
The securities referred to in this news release have not
been, nor will they be, registered under the U.S. Securities Act of
1933 Act, as amended, and may not be offered or sold within
the United States absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This press release does not constitute an offer for
sale of securities, nor a solicitation for offers to buy any
securities in the United States,
nor in any other jurisdiction in which such offer, solicitation or
sale would be unlawful. Any public offering of securities in
the United States must be made by
means of a prospectus containing detailed information about the
company and management, as well as financial statements.
About The Very Good Food Company Inc.
The Very Good Food Company Inc. is an emerging plant-based food
technology company that produces nutritious and delicious
plant-based meat and cheese products under VERY GOOD's core brands:
The Very Good Butchers and The Very Good Cheese
Co. www.verygoodfood.com
OUR MISSION IS LOFTY, BADASS BUT BEAUTIFULLY SIMPLE: GET
MILLIONS TO RETHINK THEIR FOOD CHOICES WHILE HELPING THEM DO THE
WORLD A WORLD OF GOOD. BY OFFERING PLANT-BASED FOOD OPTIONS SO
DELICIOUS AND NUTRITIOUS, WE'RE HELPING THIS KIND OF DIET BECOME
THE NORM.
Forward-Looking Information
This news release contains forward-looking information for the
purpose of providing information about management's current
expectations and plans relating to the future. Readers are
cautioned that reliance on such information may not be appropriate
for other purposes. Any such forward-looking information may be
identified by words such as "proposed", "expects", "intends",
"may", "will", and similar expressions. Forward looking information
contained or referred to in this news release includes statements
relating to the intended use of the net proceeds from the Offering,
the timing and ability of the Company to close the Offering, if at
all, the number of Units offered or sold, the gross proceeds of the
Offering, the timing and ability of the Company to obtain all
necessary approvals, if at all, and the terms and jurisdictions of
the Offering. Forward-looking information is based on a number of
factors and assumptions which have been used to develop such
information, but which may prove to be incorrect including, but not
limited to, material assumptions with respect to the timing and
ability of the Company to close the Offering and to obtain all
necessary approvals, if at all and the occurrence of a
material adverse change, disaster, change of law or other failure
to satisfy the conditions to closing of the Offering. Although the
Company believes that the expectations reflected in such
forward-looking information are reasonable, undue reliance should
not be placed on forward-looking information because VERY GOOD can
give no assurance that such expectations will prove to be correct.
Risks and uncertainties that could cause actual results,
performance or achievements of VERY GOOD to differ materially from
those expressed or implied in such forward-looking information
include, among others, negative cash flow and future financing
requirements to sustain and grow operations, limited history of
operations and revenues and no history of earnings or dividends,
expansion of facilities, competition, availability of raw
materials, dependence on senior management and key personnel,
general business risk and liability, regulation of the food
industry, change in laws, regulations and guidelines, compliance
with laws, unfavourable publicity or consumer perception, product
liability and product recalls, risks related to intellectual
property, difficulties with forecasts, management of growth and
litigation, as well as the impact of, uncertainties and risks
associated with the ongoing COVID-19 pandemic, many of which are
beyond the control of VERY GOOD. For a more comprehensive
discussion of the risks faced by VERY GOOD, please refer to VERY
GOOD's most recent Annual Information Form filed with Canadian
securities regulatory authorities at www.sedar.com. The
forward-looking information in this news release reflects the
current expectations, assumptions and/or beliefs of the Company
based on information currently available. Any forward-looking
information speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, VERY GOOD
disclaims any intent or obligation to update any forward-looking
information, whether as a result of new information, future events
or results or otherwise. The forward-looking information contained
in this news release is expressly qualified by this cautionary
statement.
The TSX Venture Exchange has neither approved nor disapproved
of the contents of this news release. 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 news
release.
SOURCE The Very Good Food Company Inc.