TORONTO--(BUSINESS WIRE)--General Assembly Holdings Limited (the "Company" or "GA Pizza") (TSXV: GA), a Toronto pizza restaurant-turned-omnichannel consumer packaged goods brand, is pleased to announce that it has filed a preliminary short form prospectus (the "Prospectus") with respect to an offering (the "Offering") of units of the Company (the "Units") at a price of $0.52 per Unit for gross proceeds of up to $2.5 million.
The Offering is being conducted on a commercially reasonable efforts agency basis led by Gravitas Securities Inc., as lead agent and sole bookrunner (the "Agent"). The Company has agreed to grant the Agent an option (the "Over-Allotment Option"), exercisable in whole or in part at the sole discretion of the Agent, at any time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering, to cover over-allotments, if any, and for market stabilization purposes. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be approximately $2,875,000.
Each Unit will be comprised of one Class A common share of the Company (a "Unit Share") and one common share purchase warrant (a "Warrant"). Each Warrant shall be exercisable to purchase one Class A common share in the capital of the Company (a "Warrant Share") at a price of $0.78 per Warrant Share for a period of 36 months following the closing of the Offering.
The Unit Shares and Warrants will be qualified for distribution in Canada under the Prospectus pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. The Prospectus was filed in the Provinces of British Columbia, Alberta, Manitoba, Ontario, and Saskatchewan. The Units will not be offered or sold elsewhere except in reliance upon exemptions from registration under applicable securities laws. The Agent will receive a cash commission equal to 8% of aggregate gross proceeds raised from the Offering, as well as such number of common share purchase warrants of the Company ("Broker Warrants") as is equal to 8% of the number of Units sold, including pursuant to any exercise of the OverAllotment Option. Each Broker Warrant will entitle the holder thereof to acquire one Unit at the Issue Price for a period of 36 months following the closing of the Offering.
The Company expects to use the net proceeds from the Offering for general corporate purposes and working capital.
The closing of the Offering is anticipated to occur on May 13th, 2022 or such other date or series of dates as the Company and the Agent may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the execution of an agency agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange (the "TSXV"). The Company has applied to list the Unit Shares on the TSXV. A copy of the Prospectus is available under the Company's profile at www.sedar.com or by request to Gravitas Securities Inc. at syndication@gravitassecurities.com.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About GA Pizza
GA Pizza began its life as a fast-casual pizza restaurant in the heart of Toronto. Four years later, we also offer a freezer-to-table consumer packaged goods line and a revolutionary direct-to- consumer eCommerce experience—not to mention a pizza box with more than one pizza in it. Our ambition? Make delicious pizzas available to everyone, everywhere. We're always working to take pizza to new heights - from showing the world that better pizza is possible, to finding new spaces and places to deliver unrivaled pizza experiences. Find us in your freezer or visit gapizza.com for more information.
Visit invest.gapizza.com or gapizza.com for more information.
Cautionary Notice
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated use of the net proceeds from the Offering and expectations regarding the completion of the Offering, including the receipt of all regulatory and Exchange approvals.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forwardlooking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the following: obtaining receipt of all regulatory approvals, the ability of the Company to obtain sufficient financing to fund its business activities and plans, and the filing of the Prospectus to qualify the Unit Shares and Warrants. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
