GFI ANNOUNCES $3.0 MILLION CAPITAL RAISE FROM A SIGNIFICANT SHAREHOLDER

Feb 03, 2023

TORONTO,- Global Food and Ingredients Ltd. (TSXV: PEAS) (OTCQX: PEASF) ("GFI" or the "Company"), is pleased to announce that it has arranged a $3.0 million debt financing (the "Loan") with a significant shareholder, 35 Oak Holdings Ltd. ("35 Oak").

Under the terms of the Loan, the Company will receive a term loan of $3.0 million ($2.9 million, net of the cash commitment fee) is advanced to the Company immediately. The Loan is subordinated to the Company's senior debt and matures in one year, when the principal and accrued and unpaid interest are due in full. The Loan bears interest at a rate of 15% per annum. The Loan and accrued interest are repayable at any time by the Company without penalty. As additional consideration for providing the Loan, the Company will issue non-transferable warrants (each, a "Warrant") to purchase an aggregate of 2,500,000 common shares of the Company to 35 Oak, each Warrant entitling the holder to acquire one common share of the Company (each, a "Warrant Share") at an exercise price of $0.60 per Warrant Share for a period of two years from the date of issuance of the Warrants. The issuance of the Warrants is subject to approval of the TSX Venture Exchange (the "TSXV"). There are no additional fees, financial covenants or security associated with the Loan.

The proceeds from the Loan will be used to (a) fund capital and related expenditures for existing projects, and (b) provide general working capital to help fund the Company's growth opportunities.

The Loan constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as 35 Oak is a related party of the Company given its greater than 10% beneficial shareholding of the Company. The Company has relied on exemptions contained in section 5.5(a) and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements in MI 61-101 in respect of the Loan since neither the fair market value of the Loan, nor the fair market value of the consideration for the Loan, exceeds 25% of the Company's market capitalization. The Company will file a material change report in respect of the Loan. The material change report will be filed less than 21 days prior to the closing of the Loan since the terms and conditions of the Loan were not agreed upon until shortly prior to closing of the Loan.

Source : Newswire.ca

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