Goodfood Completes its Previously Announced Bought Deal Public Offering of Common Shares and Announces the Exercise in Full of the Over-Allotment Option for a Total Offering of $40 Million

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MONTREAL, Aug. 05, 2020 (GLOBE NEWSWIRE) -- Goodfood Market Corp. ("Goodfood" or the "Company") (TSX:FOOD), a leading online grocery company in Canada, is pleased to announce that it has closed its previously announced bought deal public offering (the “Offering”), pursuant to which a syndicate of underwriters co-led by Desjardins Capital Markets and Stifel GMP (together, the “Co-Lead Underwriters”), and including National Bank Financial Inc., Scotia Capital Inc., Raymond James Ltd., RBC Dominion Securities Inc., Canaccord Genuity Corp., Eight Capital and Acumen Capital Finance Partners Limited (collectively with the Co-Lead Underwriters, the “Underwriters”) purchased an aggregate of 5,788,000 common shares of the Company (the “Offered Shares”), of which 4,135,000 Offered Shares (the “Treasury Shares”) were issued and sold by the Company from treasury and an aggregate of 1,653,000 Offered Shares (the “Secondary Shares”) were sold by Messrs. Jonathan Ferrari, Chairman and Chief Executive Officer of the Company, Neil Cuggy, President and Chief Operating Officer of the Company, Raffi Krikorian, Vice President, Merchandising of the Company, and Hamnett Hill, a director of the Company, or their respective holding companies (collectively the “Selling Shareholders”) at a price of $6.05 per Offered Share (the “Offering Price”). The Offering represents gross proceeds of approximately $25.0 million to the Company and approximately $10.0 million to the Selling Shareholders.

The Underwriters have also exercised in full the option granted by the Company and the Selling Shareholders (the “Over-Allotment Option”) to purchase 620,250 additional Treasury Shares from the Company and an aggregate of 247,950 additional Secondary Shares from the Selling Shareholders at the Offering Price for additional gross proceeds of up to approximately $3.8 million to the Company and approximately $1.5 million to the Selling Shareholders. Aggregate gross proceeds of the Offering, including the Over-Allotment Option, is approximately $28.8 million to the Company and $11.5 million to the Selling Shareholders, for an aggregate of $40.3 million.

Goodfood is very pleased with the success of and interest in the Offering including the full exercise of the Over-Allotment Option.

The Offered Shares were offered by way of short form prospectus in all of the provinces of Canada. The Company intends to use a substantial portion of the net proceeds of the Offering to fund capital and operational projects to build out same-day delivery capabilities through fulfilment technology and automation equipment and for general corporate purposes.

Prior to the Offering, Messrs. Ferrari, Cuggy and Hill, three of the Selling Shareholders, respectively held, directly or indirectly, 10,795,644, 10,796,216 and 8,033,571 common shares of the Company, representing respectively 17.99%, 17.99% and 13.39% of the then issued and outstanding common shares of the Company. Following the completion of the Offering, Messrs. Ferrari, Cuggy and Hill respectively hold, directly or indirectly, 10,225,359, 10,225,931 and 7,463,286 common shares of the Company, representing respectively 15.79%, 15.79% and 11.52% of the Company’s issued and outstanding common shares. The Selling Shareholders have entered into lock-up agreements for a period of 90 days from the date of closing of the Offering prohibiting their disposition of securities of the Company, subject to certain exceptions. The Selling Shareholders participated in the Offering and sold the Secondary Shares for general portfolio and investment purposes and may engage in transactions in or with respect to securities of the Company from time to time depending on a number of factors.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Company’s profile on SEDAR at www.sedar.com or contact the Investor Relation Manager of the Company at the below coordinates. The Company’s head and registered office is located at 4600 Hickmore, Montreal, Quebec, H4T 1K2.

This press 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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.

About Goodfood
Goodfood (TSX:FOOD) is a leading online grocery company in Canada, delivering fresh meal solutions and grocery items that make it easy for members from coast to coast to enjoy delicious meals at home every week. Goodfood’s mission is to make the impossible come true, from farm to kitchen, by enabling members to do their weekly meal planning and grocery shopping in less than 1 minute. Goodfood members get access to a unique selection of products online as well as exclusive pricing made possible by its world class direct to consumer fulfilment ecosystem that cuts out food waste and expensive retail overhead. The Company has a production facility and administrative offices in Montreal, two production facilities in the Greater Toronto Area (one in operation and another under construction), two production facilities out West, in Calgary and Vancouver, and a breakfast facility in Montreal. Goodfood had 272,000 active subscribers as at May 31, 2020. www.makegoodfood.ca.

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FORWARD-LOOKING INFORMATION:

This release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information includes, but is not limited to, information with respect to our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the following risk factors which are discussed in greater detail under “Risk Factors” in the Company’s Annual Information Form for the year ended August 31, 2019 available on SEDAR at www.sedar.com: limited operating history, negative operating cash flow, food industry, quality control and health concerns, regulatory compliance, regulation of the industry, public safety issues, product recalls, damage to Goodfood’s reputation, transportation disruptions, product liability, ownership and protection of intellectual property, evolving industry, unionization activities, reliance on management, factors which may prevent realization of growth targets, competition, availability and quality of raw materials, limited number of products, environmental and employee health and safety regulations, online security breaches and disruption, reliance on data centers, open source license compliance, future capital requirements, operating risk and insurance coverage, management of growth, conflicts of interest, litigation, and catastrophic events. Although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, readers are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Certain assumptions were made in preparing the forward-looking information concerning availability of capital resources, business performance, market conditions, and customer demand. In addition, information and expectations set forth herein are subject to and could change materially in relation to developments regarding the COVID-19 pandemic and its impact on product demand, labour mobility, supply chain continuity and other elements beyond our control. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.