NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OR TO A U.S. PERSON Just Kitchen Holdings Corp. an operator of ghost kitchens specializing in the development of delivery-only food brands for customers, is pleased to announce that it has entered into an agreement with Beacon Securities Limited on behalf of a syndicate of Underwriters whereby the …
/NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OR TO A U.S. PERSON/
Just Kitchen Holdings Corp. (” Just Kitchen ” or the ” Company “) (TSXV: JK) (OTC: JKHCF) ( Frankfurt : 68Z), an operator of ghost kitchens specializing in the development of delivery-only food brands for customers, is pleased to announce that it has entered into an agreement with Beacon Securities Limited (” Beacon ” or the ” Lead Underwriter “) on behalf of a syndicate of Underwriters (together with Beacon, the ” Underwriters “) whereby the Underwriters have agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 11,900,000 common shares (the ” Shares “) at a price of $1.35 per Share (the ” Offering Price “) for aggregate gross proceeds to the Company of approximately $16 million (the ” Offering “).
The Company has granted the Underwriters an option (the ” Over-Allotment Option “), exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date, to purchase, or to find substituted purchasers for, up to an additional number of Units equal to 15% of the Shares sold pursuant to the Offering at the Offering Price to cover over-allotments, if any, and for market stabilization purposes.
The Company also intends to complete a concurrent non-brokered private placement of common shares to certain strategic investors (the ” Concurrent Private Placement “) at the Offering Price for gross proceeds of approximately $4 million .
The proceeds raised from the sale of Shares under the Offering and the Concurrent Private Placement are expected to be used by the Company for build out of additional spoke kitchens in Taiwan , international expansion, software development, brand acquisition and development and general corporate purposes.
Closing of the Offering and the Concurrent Private Placement are expected to occur on or about June 15, 2021 (the ” Closing Date “) and are subject to a number of conditions, including without limitation, receipt of all regulatory approvals. There can be no assurance as to whether or when the Offering or the Concurrent Private Placement will be completed. The completion of the Offering is not contingent on the closing of the Concurrent Private Placement.
The Shares will be offered in each of the provinces of Canada , excluding Quebec (the ” Qualifying Jurisdictions “), pursuant to a prospectus supplement (the ” Prospectus Supplement “) to the Company’s short form base shelf prospectus dated May 21, 2021 (the ” Base Shelf Prospectus “) and by private placement to eligible purchasers resident in jurisdictions other than Canada that are mutually agreed by the Company and Beacon. The Shares will not be offered or sold in the United States or to U.S. persons except pursuant to Rule 144A or in such other manner as to not require registration under the United States Securities Act of 1933, as amended (the ” 1933 Act “).
The Prospectus Supplement will be filed with the securities commissions or similar securities regulatory authorities in each of the provinces of Canada , excluding Quebec . The Prospectus Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Prospectus Supplement, the Base Shelf Prospectus and the other documents the Company has filed before making an investment decision. Copies of the Prospectus Supplement, following filing thereof, and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com .
The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States , its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, unless an exemption from registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Just Kitchen
Just Kitchen is primarily an operator of ghost kitchens specializing in the development and marketing of proprietary and franchised delivery-only food brands for customers. The Company currently operates in Taiwan and Hong Kong with plans to expand operations to the United States and other Asian countries. Just Kitchen uniquely utilizes a hub-and-spoke operating model, which features advanced food preparation taking place at larger hub kitchens and final meal preparation taking place at smaller spoke kitchens located in areas with higher population densities. The Company combines this operating model with online and mobile application-based food ordering fulfilled by third-party delivery companies, to minimize capital investments and operating expenses and reach more customers in underserved markets. The Company’s other business, Just Market , is an e-commerce grocery delivery platform that allows customers to purchase groceries for delivery or add select grocery items to meals ordered through Just Kitchen . For more information about the Company, please visit investors.justkitchen.com. Just Kitchen‘s final prospectus, financial statements and management’s discussion and analysis, among other documents, are all available on the Company’s profile page on SEDAR at www.sedar.com .
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “anticipates”, “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed”, “positioned” and other similar words, or statements that certain events or conditions “may” or “will” occur. The forward-looking information contained in this press release includes expectations about the completing the Offering and the Concurrent Private Placement, the amount of funds to be raised, the use of proceeds of the Offering and the Concurrent Private Placement and the ability of the Company to secure required regulatory acceptances. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks. Such factors include, without limitation, the risk of failure to satisfy customary closing conditions of the Offering and the Concurrent Private Placement and those risk factors identified in the Company’s prospectus dated March 26, 2021 , and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Just Kitchen Holdings Corp.
Suite 1430, 800 West Pender Street
Vancouver, British Columbia
Nick Kuzyk , Investor Relations
Toll-Free: 1-855-JST-KCHN (1-855-578-5246)
SOURCE Just Kitchen Holdings Corp.
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