The Conversation (0)
Planet Based Foods Global Inc. (CSE: PBF,OTC:PBFFF) (OTC Pink: PBFFF) (FSE: AZ00) (the "Company") announces that it has entered into binding term sheets with each of Baron Global Financial Canada Ltd. ("Baron") and Coenda Investments Holding Corp. ("Coenda") (together, the "Creditors") to settle an aggregate of $800,000 of bona fide debt (the "Debt") through the issuance of subordinate voting shares of the Company (the "Shares"), subject to and in compliance with the policies of the Canadian Securities Exchange ("CSE"), and subject to finalization of definitive debt settlement agreements (the "Debt Settlement Agreements") and approval thereof by the Audit Committee and the independent directors of the Company.
Under the term sheets, the Debt will be satisfied by the issuance of that number of Shares equal to the Debt divided by the greater of: (i) $0.05; or (ii) 75% of the closing price of the Company's Shares on the CSE on the trading day immediately prior to the dissemination of this news release. The Shares will be subject to a four-month hold period under applicable Canadian securities laws.
The Debt arose from (i) the provision by Baron of compliance and financial services to the Company, and (ii) the payment by Coenda of certain operating expenses and working capital advances on behalf of the Company.
Related Party Transaction and Financial Hardship Exemptions
The Creditors are related parties of the Company for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Debt Settlement Agreements therefore constitute "related party transactions" under MI 61-101.
Provided the Debt Settlement Agreements are recommended for approval by the Audit Committee and are subsequently approved by the independent directors of the Company, the Company intends to rely upon exemptions from formal valuation and minority approval pursuant to Sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis that the Company is in serious financial difficulty, the Debt Settlement Agreements are designed to improve the Company's financial position, and the terms of the transactions are reasonable in the circumstances of the Company.
Concurrently with this news release, the Company has filed a Material Change Report pursuant to Section 5.2 of MI 61-101. The terms of the Debt provide that an event of default would occur if the Company does not repay the Debt within 5 business days following demand from the creditor. As such, the Company views it as reasonable and necessary to file its Material Change Report fewer than 21 days prior to the anticipated closing of the Debt Settlement Agreements, so as to avoid an event of default.
About Planet Based Foods Global Inc.
Planet Based Foods Global Inc. is reimagining the future of food through a diverse portfolio of sustainable ingredients, plant-based solutions, and advancements in agricultural technology. With a focus on environmental stewardship, product excellence, and scalable impact, the Company empowers food manufacturers, partners, and consumers to participate in a cleaner, healthier, and more resilient global food system. Planet Based Foods operates with integrity and purpose, delivering products that align with evolving consumer values and contribute to a more sustainable future.
Additional information is available at www.sedarplus.ca.
On Behalf of the Board,
Claire Skillen
Chief Executive Officer and President
Contact: info@pbfglobal.com
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding future plans, strategies, objectives, expectations, and intentions of Planet Based Foods Global Inc. (the "Company"). These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, without limitation, industry developments, regulatory changes, access to capital, operational challenges, supply chain disruptions, and economic conditions. Actual results may differ materially from those expressed or implied in forward-looking statements. Readers are cautioned not to place undue reliance on these statements. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.
Additional information, including risk factors, is available in the Company's public filings on SEDAR+ at www.sedarplus.ca.
The Canadian Securities Exchange has not reviewed, approved, or disapproved the contents of this release and accepts no responsibility for its adequacy or accuracy.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263007
