Platform 9 Capital and Sol Cuisine Enter into Definitive Business Combination Agreement and Will Close Subscription Receipt Financing

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Toronto, Ontario–(Newsfile Corp. – April 14, 2021) – Platform 9 Capital Corp. (TSXV: PN.P) (the “Company” or “Platform 9“) is pleased to announce that, further to its news release dated March 8, 2021, (i) Platform 9 and 12835151 Canada Inc. (“Subco“), a wholly-owned subsidiary of Platform 9, and Sol Cuisine Inc. (“Sol Cuisine“) have entered into a definitive business combination agreement (the “Business Combination Agreement“) which outlines the terms and conditions in which Sol Cuisine will complete a going-public transaction in Canada (the “Proposed Transaction“); and (ii) Sol Cuisine will be completing a brokered private placement of subscription receipts (“Subscription Receipts“) on or about April 15, 2021, which together with an investment by certain existing shareholders of Sol Cuisine to be completed prior to completion of the Proposed Transaction on similar terms, will raise gross proceeds of approximately $15 million (the “Funding Amount“). The Proposed Transaction will result in an arm’s-length reverse take-over of Platform 9 by Sol Cuisine and will constitute Platform 9’s “Qualifying Transaction” on the TSX Venture Exchange.

About Sol Cuisine

Sol Cuisine is a fast-growing producer of branded, consumer-preferred plant-based protein offerings across key center-of-plate and appetizer categories. Sol Cuisine’s products are offered through an established omni-channel distribution platform in Canada and the U.S. and are available in over 11,000 stores and more than 41,000 unique points of distribution. Over a history of 20+ years, Sol Cuisine has consistently demonstrated an ability to innovate and delight customers in Canada and the U.S., while remaining true to its commitment to producing great tasting products that are nutritionally superior both to meat-based offerings and to competitive plant-based products. Sol Cuisine’s taste and nutritional superiority has also resulted in private label contracts with some of the most recognized grocery retailers in North America. These products are all produced at a state of the art, 35,000 square foot facility in Mississauga, Ontario, capable of supporting up to 10 million kilograms of volume per annum. Sol Cuisine is incorporated under the laws of Canada.

Business Combination Agreement

On April 14, 2021, Platform 9, Subco and Sol Cuisine entered into the Business Combination Agreement where the parties agreed to effect the Proposed Transaction by way of a three corner amalgamation between Sol Cuisine and Subco. Immediately prior to the completion of the Proposed Transaction, Platform 9 will consolidate its issued and outstanding shares on a 16.2076:1 basis (the “Consolidation“) and change its name to “Sol Cuisine Ltd.” (the “Name Change“). Immediately following completion of the Consolidation, Subco and Sol Cuisine will amalgamate to form a new company with the name “Sol Cuisine Inc.”, and upon such amalgamation, holders of securities of Sol Cuisine will receive comparable securities of Platform 9 (on a post-Consolidation basis) (the “Resulting Issuer“) for every such security of Sol Cuisine then held including the common shares and warrants issuable upon the exercise of Subscription Receipts. Platform 9 has called an annual and special meeting of shareholders to be held on April 23, 2021 for purposes of receiving shareholder approval for, among other things, the Consolidation, the Name Change, an amendment of Platform 9’s stock option plan from a “10% rolling plan” to a “15% fixed plan” and the election of certain nominees of Sol Cuisine to the board of directors of the Resulting Issuer (see “Resulting Issuer – Proposed Directors, Officers and Insiders” below).

The business of the Resulting Issuer (together with the required financial statements and related management’s discussion and analysis) will be fully described in a filing statement to be filed on SEDAR and with the TSXV in connection with and prior to completion of the Proposed Transaction. Upon completion of the Proposed Transaction, it is expected that the common shares of the Resulting Issuer will trade on the TSXV under the trading symbol “VEG”.

Subscription Receipt Financing

On or about April 15, 2021, Sol Cuisine will complete a brokered private placement offering of Subscription Receipts at a price of C$2.15 per Subscription Receipt, led by Canaccord Genuity Corp. and together with CIBC World Markets Inc. and National Bank Financial Inc. (the “Agents“), which together with an investment by certain existing shareholders of Sol Cuisine to be completed prior to completion of the Proposed Transaction on similar terms, will raise gross proceeds of approximately $15 million. Each Subscription Receipt will entitle the holder to receive, without payment of additional consideration, one unit (“Unit“) of Sol Cuisine upon satisfaction or waiver of the Escrow Release Conditions (as defined herein). Each Unit shall consist of one common share of Sol Cuisine (a “Sol Share“) and one-half of one Sol Share purchase warrant (each whole warrant, a “Sol Warrant“). Each Unit shall be exchanged, without further consideration or action on the part of the holder for one unit (a “Resulting Issuer Unit“) of the Resulting Issuer, upon completion of the Proposed Transaction. Each Resulting Issuer Unit will consist of one common share of the Resulting Issuer (a “Resulting Issuer Share“) and one-half of one Resulting Issuer Share purchase warrant (each whole warrant, a “Resulting Issuer Warrant“). Each Resulting Issuer Warrant shall entitle the holder thereof to acquire one Resulting Issuer Share at a price of C$2.60 for a period of 24 months following the completion of the Proposed Transaction, subject to the right of the Resulting Issuer to accelerate the expiry date of the Resulting Issuer Warrants in the event that the closing price of the Resulting Issuer Shares on the TSXV remains equal to or higher than C$3.90 for 20 consecutive trading days (the “Acceleration Trigger Date“).

The Agents will receive a commission of 6% of gross proceeds in respect of Subscription Receipts sold (reduced to 3% for Subscription Receipts sold to purchasers on the president’s list) as well as compensation options exercisable for Units equal to 6% of the number of Subscription Receipts sold (reduced to 3% for Subscription Receipts sold to purchasers on the president’s list).

The gross proceeds from the sale of the Subscription Receipts (less customary deductions) will be held in escrow (the “Escrowed Proceeds“) by TSX Trust Company (the “Escrow Agent“) (the Escrowed Proceeds, together with any interest and other income earned pending satisfaction of the Escrow Release Conditions, are referred to as the “Escrowed Funds“). The Escrowed Funds will be released from escrow to Sol Cuisine upon the satisfaction of the following conditions, among others, (the “Escrow Release Conditions“) on or prior to the day that is 120 days from the closing of the offering (the “Escrow Deadline“): (a) the receipt of all required shareholder, regulatory, and other approvals, including without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares and the Proposed Transaction; (b) the Funding Amount being achieved; and (c) Sol Cuisine and Platform 9 having delivered a direction to the Escrow Agent confirming that the conditions of release have been met or waived. If the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, the Escrowed Funds shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate issue price paid by the holders of the Subscription Receipts, Sol Cuisine will be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall. Following the satisfaction of the Escrow Release Conditions and the completion of the Proposed Transaction, the net proceeds from the Offering are anticipated to be used, principally, for sales, marketing and growth initiatives, working capital and general corporate purposes, repayment of debt and for capital expenditures. While the Resulting Issuer intends to spend the funds available to it as stated above, there may be circumstances where for sound business reasons a reallocation of funds may be necessary.

Resulting Issuer – Proposed Directors, Officers and Insiders

The Business Combination Agreement provides that, subject to the approval of the TSXV, the directors and senior officers of the Resulting Issuer shall consist of the following:

Name Title
John Flanagan Chief Executive Officer
David McLaren Chief Financial Officer
Dror Balshine President and Director
Jason Saltzman Corporate Secretary
Ken Cross Chief Marketing Officer
Sarah Cline Vice President of Sales
Michael Presley Vice-President Finance
Prashin Chaturverdi Vice-President Supply Chain
Mike Fata* Chairman and Director
Mary Dalimonte* Director
John Travaglini** Director
Rajamohan Natarajan*,** Director

 

* Proposed Members of the audit committee of the Resulting Issuer

**Current directors of Platform 9

Dror Balshine – President and Director

Dror founded Sol Cuisine in 1997 and led the organization to a market leadership position. From 1997 to 2019, Dror oversaw the business as both President and CEO. In 2018, Dror was successful in attracting significant financial investment from leading Canadian venture firms to grow Sol and specifically invest in plant optimization and building out the leadership team. As founder and President Dror is actively involved in business development, operations and innovation. Dror is a strong advocate for the plant-based sector and is currently the Vice-Chair of Plant Based Foods of Canada, the leading voice for the plant-based industry in Canada. Prior to starting Sol Cuisine, Dror worked for Hilti Corporation in Canada, Lichtenstein and the United Kingdom in strategy and sales. He holds a Masters of Business Administration (University of British Columbia), an International Business Certificate (Erasmus University Rotterdam) and a Bachelors in Economics (University of Western Ontario).

Mike Fata – Chairman and Director

Mike co-founded Manitoba Harvest Hemp Foods in 1998. From 1998 to 2016, he ran all aspects of the company as Chairman of the Board and CEO. In February 2019, Mike helped guide the strategic sale of Manitoba Harvest to Tilray for $419 million. Mike has dedicated over 25 years studying and practicing natural health, starting in 1995 when he made the life changing decision to lose over 100lbs, and go from 300lbs to his current 180lbs. He has gained an excellent knowledge of human anatomy, diet, nutrition and natural health lifestyle. Mike is a keynote speaker, has been featured on television, radio and quoted in newspapers and magazines countless times regarding natural health, nutrition, hemp foods, organic agriculture and sustainable business. Mike is currently Chief Executive Officer of Fata & Associates, Chairman of the Board of Sol, Director (Past Chairman) of the Canadian Health Food Association and investor/advisor to several natural and organic product companies. Previously, Mike served as Chairman of the Board of YPO Manitoba, Board Member and Treasurer of Canadian Organic Trade Association, Chairman of the Board of the Canadian Hemp Trade Association, Board Member of the Manitoba Food Processors Association and Chairman of the Board of Om Organic Mushrooms.

Mary Dalimonte – Director

Mary Dalimonte is the former Senior Vice President of Merchandising and Commercial Programs for Sobeys Inc., where she joined as the General Manager in 2008. Prior to joining Sobeys Inc., she held a variety of progressively senior retail management roles at Loblaw Supermarkets Ltd., including Senior Director of Store Operations, General Manager of Retail Operations, and Vice-President of Store Operations. With over 40 years of achievement in the retail grocery industry and recognized as the ‘Go-To’ trusted industry executive, Mary is known as a change agent and the quintessential foodie. Mary has been awarded and recognized for her many accomplishments including the ‘2017 Star Women Award’ from Canadian Grocer, the ‘Top Women in Grocery’ award for North America in 2014 and was the first female and grocery retail executive to win the ‘Food Service Excellence Award’ from the Italian Chamber of Commerce in Ontario. Of particular note, awarded in 2018, Mary received the ‘Golden Pencil Award’, which is the highest honor awarded by the Food Industry Association of Canada. Mary serves as a Board Director for Giant Tiger Stores Ltd., Board of Director for the Italian Chamber of Commerce, Board Advisor to Grocery Business, Board Advisor to Inspired Organization for MBA future leaders, Academy Mentor to Women in Food Industry Management, and Mentor Leader to the Network of Executive Women. Ms. Dalimonte is passionate about giving back to community and serves on the food raising committee for the Fred Victor Charity. Ms. Dalimonte holds a Bachelor of Arts degree from York University.

John Flanagan – Chief Executive Officer

John Flanagan is CEO of Sol Cuisine and has more than 25 years experience in the consumer-packaged goods industry and has worked at senior levels at companies such as Nabisco, Coca-Cola, Unico and Sun Rich. Prior to joining Sol Cuisine, John was CEO of NuStef, a Canadian commercial baking company where he built the business and led the sale process to a USA private equity firm. John joined Sol Cuisine in July of 2019 and has been instrumental in professionalizing the organization, building the senior team, securing further equity financing and growing the economics and performance of the business.

David McLaren – Chief Financial Officer

David has over 28 years of experience in CPG companies working for seven Tier 1 North American CPG companies. David has been a CFO for the past 15 years. Prior to joining Sol Cuisine, over the past three years, David has completed $1.1 billion in public M&A and financing deals over 16 transactions. David is a Chartered Professional Accountant, honored with a Fellowship from the Chartered Professional Accountants Association in 2012. David holds a Bachelor of Commerce (Honours) degree from McMaster University.

Ken Cross – Chief Marketing Officer

Ken joined Sol Cuisine in 2020 with the mandate of accelerating revenue growth through adoption of CPG best practices in Marketing and Product Development. Priorities include entrenching the brand amongst a rapidly growing community of Sol Cuisine consumers, accelerating pace and scale of new product innovation, defining and validating value-optimizing in-store condition strategies, and developing and executing U.S. and international expansion plans. Ken’s 30+ year career experience includes executive roles in marketing, sales, mergers and acquisitions, and general management, and uniquely prepares him for success in this role at Sol Cuisine. He brings a combination of successes at large CPG companies like P&G, Kellogg’s, Mars, and Maple Leaf Foods along with extensive experience in the private equity space. Ken holds a Master of Business Administration (Queen’s University) and a Bachelor of Economics (University of Western Ontario).

Sarah Cline – Vice President of Sales

Sarah started at Sol Cuisine in 2019 as part of the management team expansion established to extend the reach of Sol Cuisine into other channels and the U.S. market. Since Sarah has joined, Sol Cuisine has increased sales from $15.7 million to a current trailing 12-month sales trend of $24 million, a growth of over 52%. In addition, she has expanded distribution into retailers such as Costco, Whole Foods U.S., Target, and Albertsons. Prior to joining Sol Cuisine, Sarah worked for Nature’s Path and the Hain Celestial Group in varying sales management roles leading teams up to 19 people crossing multiple channels, 28 brands, and over 13 categories. Sarah holds a Master of Business Administration from Yale University and a Bachelor of Science in Business Administration from the University of Denver.

Prashin Chaturvedi – Vice President Supply Chain and CI

Prashin is a supply chain and operations executive with a proven track record of leading high-performance teams in supply chain, logistics, planning, continuous improvement, procurement, and operations. Prashin started his supply chain career in mass food retail, with Loblaws and Target, before transitioning to food CPG and co-manufacturing, leading teams in supply chain and operations functions at Canada Bread (Grupo Bimbo), Griffith Foods, and most recently was the Vice President of Operations at a hypergrowth food startup – Love Good Fats. Prashin is currently the Vice-Chair of Warehouse Education and Research Council (WERC), an organization of seasoned professionals that establish and promote industry best practices in supply chain. Prashin holds a Master of Business Administration (Schulich School of Business) and a Bachelor of Engineering (York University), in addition to various professional certifications, including but not limited to Six Sigma Black Belt (CSSBB) from American Society of Quality (ASQ) and Certified Supply Chain Professional (CSCP) from APICS.

Michael Presley – Vice President Finance

Michael has 25+ years of experience in CPG and private equity. He has CFO-level experience in multiple industries and held senior roles in companies ranging from start-ups to $3 billion in sales. Michael is classically trained with multinational organizations such as The Coca-Cola Company, Kraft Foods, and Nabisco Ltd. Michael is a Chartered Professional Accountant.

Jason A. Saltzman – Corporate Secretary

Jason is a partner in Gowling WLG (Canada) LLP’s Toronto office practicing corporate finance and securities law, with an emphasis on securities offerings, mergers and acquisitions, private equity and venture capital transactions, corporate governance and securities registration and compliance matters. He has taken numerous companies public on the TSX, TSX Venture Exchange and the Canadian Securities Exchange by IPO, reverse takeover, capital pool transactions and direct listings. Jason is a member of the Board and Audit Committee of Adcore Inc. (ADCO – TSX) and is a member of the Board of Cross Border Capital I Inc., a capital pool corporation that has not yet completed its qualifying transaction. Jason holds an LLB from Osgoode Hall Law School and a BA in Political Science from Western University.

Insiders

The following persons are expected to be insiders of the Resulting Issuer: (a) Planted Power Inc., a company owned and controlled by Dror Balshine, a proposed director and officer of the Resulting Issuer; (b) New Acres Capital Ag and Food Limited Partnership and New Acres Capital Ag and Food Parallel Limited Partnership (collectively, the “New Acres Funds“) (Kirchner Asset Management (A) GP Inc. is the general partner of the New Acres Funds (the “New Acres GP“) and Timothy Lee is President and a director of the New Acres GP); (c) BDC Capital Inc., a federal crown corporation; and (d) Export Development Canada, a federal crown corporation.

Significant Conditions to Closing and Other Matters

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (a) receipt of regulatory approvals; (b) acceptance of the Proposed Transaction as Platform 9’s Qualifying Transaction by the TSXV; (c) receipt of approval for the listing of the common shares of the Resulting Issuer by the TSXV; (d) shareholders of Platform 9 approving certain matters ancillary to the Proposed Transaction, including the Consolidation, the Name Change, the Resulting Issuer Stock Option Plan and the appointment of new director nominees of Sol Cuisine, all subject to the completion of the Proposed Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as proposed or at all. Sponsorship may be required by the TSXV unless exempt in accordance with TSXV policies.

Investors are cautioned that, except as disclosed in the 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 securities of a capital pool company should be considered highly speculative. Shares of Platform 9 are currently halted from trading on the TSXV, and trading is not expected to resume until closing of the Proposed Transaction.

This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither 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.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking information within the meaning of Canadian securities laws regarding Platform 9, Sol Cuisine and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction, the terms on which the Proposed Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release, including completion of the Proposed Transaction (and the proposed terms upon which the Proposed Transaction is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Platform 9 and Sol Cuisine have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Platform 9 and Sol Cuisine undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

About Platform 9 Capital Corp.

Platform 9 Capital Corp. is incorporated under the laws of the Province of Ontario and is a Capital Pool Company listed on the TSXV. It has not commenced commercial operations and has no assets other than cash. For further information, please see the final prospectus of the Company dated May 17, 2018 filed on SEDAR at www.sedar.com.

For more information please contact:

John Travaglini, Chief Executive Officer
Platform 9 Capital Corp.

Telephone: (416) 861-1100

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80509