Planting Hope Announces Closing of Oversubscribed C$4 Million Private Placement of Convertible DebenturesView PDF
Not for distribution to U.S. news wire services or dissemination in the United States.
CHICAGO, IL and VANCOUVER, BC / ACCESSWIRE / March 14, 2023 – The Planting Hope Company Inc. (TSXV: MYLK) (OTCQB: MYLKF) (FRA: J94) (“Planting Hope” or the “Company”), a plant-based food and beverage company focused on producing the world's most nutritious and planet-friendly products, is pleased to announce it has closed the second and final tranche (the “Second Tranche”) of its previously announced non-brokered private placement (the “Private Placement”) of unsecured, non-transferable 10% convertible debentures (“Convertible Debentures”) having an aggregate principal amount of C$4,004,600 (see the Company’s news release dated February 17, 2023). Under the Second Tranche, the Company has sold Convertible Debentures for gross proceeds of C$2,754,000. On February 28, 2023 the Company closed the first tranche of the Private Placement for gross proceeds of C$1,250,600 (see the Company’s news release dated February 28, 2023).
"We are pleased to meet our goal of growing our shareholder base with new investors joining MYLK through this oversubscribed private placement,” said Julia Stamberger, Planting Hope Co-founder and CEO. "We are hearing from investors that essential better-for-you, nutrition-forward food products with demonstrated distribution and consumer and retailer acceptance are very appealing in today’s market. We are operating at the heart of where consumers are shopping, living, and eating today: products that can be prepared at home or eaten in the cafés and quick service restaurants where consumers are refueling during their busy days. We know that feeding themselves and their families with nutritious, sustainable, and delicious food products with strong value are strong priorities for consumers, and a downturn-resistant trend that weathers challenging times. MYLK’s products are in the right places and channels for today’s shopper and economy.”
A Convertible Debenture holder (a “Holder”) may, at its option, convert Not for distribution to U.S. news wire services or dissemination in the United States.all or a portion of the aggregate Principal of their Convertible Debenture at any time prior to the Maturity Date (as defined below) into units (“Units”) at a conversion price of C$0.50 per Unit (the “Conversion Price”). Each Unit will be comprised of one subordinate voting share of the Company (a “Share”) and one non-transferable warrant (a “Warrant”). Each Warrant will be exercisable by the Holder to purchase one Share (a “Warrant Share”) at an exercise price of C$0.80 at any time prior to the Maturity Date.
The Convertible Debentures will mature on March 13, 2026 (the “Maturity Date”) and will bear interest at a rate of 10% per annum from the date of issue, payable semi-annually in arrears. The interest may be paid, at the election of the Company, either in cash or converted into Shares at a conversion price (the “Interest Conversion Price”) equal to the maximum discounted market price (as defined under the policies of the TSX Venture Exchange) based on the closing price of the Shares on the date immediately preceding the interest payment due date or conversion date, as applicable.
The Company shall have the right to redeem the Convertible Debentures prior to the Maturity Date at any time after March 13, 2024 by paying Holders the then outstanding aggregate Principal of the Convertible Debentures together with all accrued and unpaid interest and a redemption penalty payment of 8% of the aggregate Principal, by cash payment on giving the Holders 20 business days’ notice to do so. On receipt of such notice, a Holder may, at its option, convert all or part of the then outstanding aggregate Principal into Units at the Conversion Price and all accrued and unpaid interest in respect of the Principal amount so converted shall be, at the election of the Holder, either paid in cash or converted into Shares (“Interest Shares”) at the Interest Conversion Price, by giving the Company notice within 10 business days of receipt of the redemption notice.
The Convertible Debentures, Shares, Warrants and any underlying securities of the Company issuable on conversion or exercise thereunder are subject to a hold period and may not be traded until July 14, 2023 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange. In addition, the Shares, Warrant Shares and Interest Shares will not be transferable or saleable until September 14, 2023, being the date that is 6 months and one day following the closing of the Second Tranche in addition to any resale and transfer restrictions under applicable securities laws and stock exchange policies.
In consideration for arranging a portion of the Private Placement, the Company has paid finders’ fees of C$5,775 in cash. The net proceeds from the Private Placement will be used for general working capital.
The Convertible Debentures issued pursuant to the Private Placement have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Convertible Debentures in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About The Planting Hope Company Inc.
Planting Hope develops, launches, and scales uniquely innovative plant-based and planet-friendly food and beverage brands. Planting Hope's award-winning and cutting-edge products fill key unmet needs in the skyrocketing plant-based food and beverage space. The Planting Hope brand family includes Hope and Sesame® Sesamemilk, Barista Blend Sesamemilk, and Sesamilk™ creamers, RightRice® Veggie Rice, Mozaics™ Real Veggie Chips, and Veggicopia® Veggie Snacks. Planting Hope products are currently found in more than 15,000 retail doors and 70,000 total distribution points across North America. Founded by experienced food industry entrepreneurs, Planting Hope is a women-managed and woman-led company focused on nutrition, sustainability, and representation.
For more information about Planting Hope please visit plantinghopecompany.com, sign up for Planting Hope news emails HERE and follow on LinkedIn.
An informational webinar on The Planting Hope Company from CEO and Co-Founder Julia Stamberger is available HERE.
To follow the brands on Instagram and Facebook, please visit: @hopeandsesameco, @rightrice, @mozaicschips, @veggicopia.
To find Planting Hope products at a store near you in the United States or Canada, please visit the store locator at each brand website: Hope and Sesame store locator, RightRice store locator, Mozaics store locator. Planting Hope products are also available at plantinghopebrands.com and ecommerce retailers including Amazon.com and Amazon.ca.
CEO and Co-founder
Investor Relations Contact:
Glen Akselrod, Bristol Capital
(905) 326-1888 ext. 1
Alex Jessup, Jessup PR
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 release.
This news release contains "forward-looking statements" or "forward-looking information" (collectively referred to hereafter as "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements that address activities, events, or developments that the Company expects or anticipates will, or may, occur in the future, including statements about the Company's ability to execute on its goals, the timing pertaining to these goals the potential demand for the Company’s products, the timing and success of anticipated product launches and distribution of the Company’s products, and the Company's business prospects, future trends, plans and strategies. In some cases, forward looking statements are preceded by, followed by, or include words such as "may", "will," "would", "could", "should", "believes", "estimates", "projects", "potential", "expects", "plans", "anticipates", "continues", or the negative of those words or other similar or comparable words. In preparing the forward looking statements in this news release, the Company has applied several material assumptions, including, but not limited to, the assumption that demand for the Company’s product will be sustained or increase in accordance with management’s projections, that the Company’s internal research and analysis is indicative of broader market trends and the Company’s anticipated future demand for its products, that changes in consumer preferences in the plant-based food industry will continue in accordance with the Company’s expectations, that the Company’s current business objectives can be achieved and that its other corporate activities will proceed as expected, and that general business and economic conditions will not change in a materially adverse manner. Although the management of the Company believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that any forward-looking statement herein will prove to be accurate. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Although management of 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. Risks and uncertainties applicable to the Company, as well as trends identified by the Company affecting its industry can be found in the Company’s annual information form dated January 6, 2022 and the Company's continuous disclosure record available on SEDAR at www.sedar.com. Such cautionary statements qualify all forward-looking statements made in this news release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.