Toronto, Ontario--(Newsfile Corp. - January 17, 2022) - Pivotal Financial Corp. (TSXV: PIV.P) ("Pivotal" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to provide a status update on its previously announced business combination (the "Proposed Transaction") with Global Food and Ingredients Inc. ("GFI"). For additional details concerning the Proposed Transaction, please refer to the press release of Pivotal dated November 8, 2021.
In respect of the proposed business combination, Pivotal entered into a definitive Business Combination Agreement dated November 5, 2021 with GFI, a private corporation incorporated under the Canada Business Corporations Act, and 13476669 Canada Inc., a wholly-owned subsidiary of Pivotal. The Proposed Transaction is intended to constitute Pivotal's "Qualifying Transaction" (as such term is defined under Policy 2.4 - Capital Pool Companies of the Exchange) and, if completed, will result in a reverse takeover of Pivotal by GFI.
Upon completion of the Proposed Transaction, it is the intention of the parties that the Company (as it will exist following the completion of the Proposed Transaction, the "Resulting Issuer") will continue to carry on the business of GFI, being that of a company with operations in the plant-based food and agriculture industry.
GFI is a fast-growing Canadian owned and operated 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 crop ingredients. GFI is organized into four primary business lines: Pea Protein Inputs, Plant-Based Ingredients, Plant-Based Pet Food Ingredients and Consumer Packaged Goods ("CPG").
GFI is in the process of adding three new product lines to its CPG division by acquiring existing branded products which are already available for sale through grocery and online channels in both Canada and the United States. These product lines include: (i) A unique line of plant-based dairy-alternative beverages with 10 grams of protein per serving; (ii) a selection of low-sugar nutritional bars and granola; and (iii) a range of nutritious plant based pastas. It is anticipated that these additions to GFI's CPG division will enhance shareholder value.
The parties have completed their respective due diligence investigations and are currently drafting required documentation for review by the Exchange, including a Filing Statement of Pivotal in the form prescribed by the Exchange describing in detail, among other things, the business and affairs of GFI and the Resulting Issuer.
It is currently anticipated that the Qualifying Transaction will be completed on or around the end of Pivotal's first fiscal quarter ending March 31, 2022.
As the Proposed Transaction is not a "Non-Arm's Length Qualifying Transaction" (as such term is defined under Policy 2.4 - Capital Pool Companies of the Exchange), approval of the shareholders of Pivotal is not required for the completion of the Proposed Transaction. However, pursuant to the Business Combination Agreement, the Proposed Transaction is conditional on the shareholders of Pivotal (the "Pivotal Shareholders") approving certain ancillary matters in connection with the Proposed Transaction, including: (i) the change of the name of Pivotal to "Global Food and Ingredients Ltd." (or such other name as acceptable to GFI and applicable regulatory authorities; (ii) the consolidation of the outstanding common shares of Pivotal on the basis of one (1) new Pivotal common share for each five (5) old Pivotal common shares; and (iii) approval of the directors to form the Board of Directors of the Resulting Issuer upon completion of the Proposed Transaction. All of these matters were approved by Pivotal Shareholders at a special meeting of the Company held on November 17, 2021 (the "Pivotal Meeting").
None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About Pivotal
Pivotal is a capital pool company within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the policies of the Exchange, until the completion of its Qualifying Transaction, Pivotal will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
Additional Information
A copy of the Business Combination Agreement and the management information circular dated October 18, 2021 mailed to Pivotal Shareholders in connection with the Pivotal Meeting are available under Pivotal's SEDAR profile at www.sedar.com.
Additional information concerning the Proposed Transaction, Pivotal, GFI and the Resulting Issuer will be provided in subsequent news releases and in Pivotal's Filing Statement to be filed in connection with the Proposed Transaction, which will be available under Pivotal's SEDAR profile at www.sedar.com.
For additional information, please contact:
Pivotal Financial Corp.
C. Fraser Elliott, President and CEO
Phone: 416-567-3276
Email: cfraserelliott@gmail.com
Global Food and Ingredients Inc.
Bill Murray, CFO
Phone: 416-840-6801
Email: bill.murray@gfiglobalfood.com
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or Filing Statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to Pivotal, GFI, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and Pivotal and its directors and officers have relied on GFI for any information concerning such party.
Forward-Looking Statements
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction and related transactions, the future operations of Pivotal, GFI, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Pivotal's and GFI's expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above, the limited business history of GFI, general market and industry conditions, the impact of the COVID-19 pandemic and other risks detailed from time to time in the filings made by Pivotal, GFI, and the Resulting Issuer with securities regulators.
Readers are cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Pivotal, GFI, and the Resulting Issuer. As a result, Pivotal, GFI, and the Resulting Issuer cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. Readers are cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Pivotal, GFI, and the Resulting Issuer will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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