TORONTO, April 8, 2021 /CNW/ - Zoglo's Food Corp. (formerly 1258481 B.C. Ltd.) ("Zoglo's" or the "Company") is pleased to announce that it has closed a $6.75M non-brokered private placement, successfully completed the acquisition of Zoglo's Food Inc. ("Zoglo's Sub") and has filed a non-offering long form prospectus with the Ontario Securities Commission as it progresses towards its goal of a public listing.
"We are thrilled to achieve these milestones and continue our journey to be listed among some of the world's leading plant-based food companies. We are excited about our opportunities for expansion and growth in this promising industry," commented CEO, Anthony Morello.
Private Placement Financing:
On March 22, 2021, the Company closed a non-brokered private placement (the "Financing") of 27,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.25 per Subscription Receipt for gross proceeds of $6,750,000. The proceeds of the Financing will be held in escrow pending conditional approval of the Canadian Stock Exchange (the "CSE") of the listing of the Company's common shares ("Shares") for trading on the CSE (the "Listing").
Upon satisfaction of the escrow release condition, each Subscription Receipt will automatically convert, without payment of additional consideration, into one Share and the subscription proceeds will be released to the Company. The Company issued 848,400 finder's warrants (the "Finder's Warrants") to eligible finders as part payment of the finder's fee. Each Finder's Warrant entitles the holder thereof to acquire one Share until March 22, 2022. Upon the release of the escrowed funds to the Company, the Company will pay $212,000 in cash to eligible finders. It is expected that proceeds from the Financing will be utilized to make payments required pursuant to the Acquisition (as defined below) and for the general and administrative expenses of the Company.
In accordance with applicable securities laws, the Subscription Receipts, and the Shares issuable upon conversion, are subject to a hold period until the date that is four months and a day after the later of (i) March 22, 2021, and (ii) the date the Company becomes a reporting issuer. If the escrow release conditions are not completed on or before October 31, 2021, the proceeds of the Financing will be returned to the subscribers.
Acquisition of Zoglo's:
On March 23, 2021, the Company completed the acquisition of all of the issued and outstanding securities of Zoglo's Sub (the "Acquisition") pursuant to the terms of a share exchange agreement dated February 12, 2021 among the Company, Zoglo's Sub and its securityholders (the "Share Exchange Agreement").
In consideration for the Acquisition, the Company issued an aggregate of 64,000,000 Shares to the shareholders of Zoglo's Sub on a pro rata basis at a deemed price of $0.25 per Share. In addition, all outstanding unexercised options to acquire Zoglo's Sub common shares pursuant to outstanding Zoglo's options ("Zoglo's Sub Options") and Zoglo's warrants ("Zoglos's Sub Warrants") were cancelled. In consideration for such disposition, the holders of Zoglo's Sub Options and Zoglo's Sub Warrants received the right (a "Replacement Security"), to acquire one Share. The exercise price under each Replacement Security is equal to the exercise price at the time of closing under the particular Zoglo's Sub Option and Zoglo's Sub Warrant that was cancelled in consideration for such Replacement Security. An aggregate of 7,800,000 Replacement Securities were issued.
The Company also issued 3,000,000 restricted stock units to a former director of Zoglo's Sub and assumed the obligation of Zoglo's Sub to pay an aggregate of $5,000,000 to an arm's length party over a 36 month period.
Filing of Non-Offering Long Form Prospectus:
On April 6, 2021, the Company filed a preliminary non-offering long form prospectus dated March 31, 2021 (the "Preliminary Prospectus") in the Provinces of Ontario and British Columbia, to enable Zoglo's to become a "reporting issuer" pursuant to applicable securities legislation. The Company will also apply to list its common shares on the CSE. Listing will be subject to the Company fulfilling all of the listing requirements and conditions of the CSE, including prescribed distribution and financial requirements. There can be no assurance that the Company will successfully achieve a listing as planned.
The Preliminary Prospectus contains important information relating to the Company and is subject to completion and/or amendment.
ABOUT ZOGLO'S FOOD CORP.:
Zoglo's is a private plant-based food company which offers nutrient-rich, plant-based appetizers, veggies, and meat substitutes to fulfill consumers needs for all occasions and cooking requirements. The Company's wholly-owned subsidiary, Zoglo's., currently offers 14 products through its Traditional Green Box product line and aims to offer 12 innovative products for the mainstream market through its new Zoglo's Black Box product line. Over the past 25 years, Zoglo's products have been in distribution in over 700 retail stores across Canada including Walmart, Shoppers Drug Mart, Sobeys and Loblaws, and has representation in the United States and Europe.
Cautionary Note Regarding Forward-Looking Information:
This news release contains forward-looking information. Such forward-looking statements or information are provided 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, but is not limited to the intended use of the net proceeds from the private placement. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: negative cash flow and future financing requirements to sustain operations, dilution, limited history of operations and revenues and no history of earnings or dividends, competition, economic changes and the impact of and risks associated with the ongoing COVID-19 pandemic. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. 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, the Company 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 statements or information contained in this news release are expressly qualified by this cautionary statement.