Goodfood Market Corp. Announces Exercise of Initial Portion of Over‑Allotment Option in Connection With Previously-Announced $10 Million Bought Deal Financing

MONTREAL, May 16, 2018 (GLOBE NEWSWIRE) -- Goodfood Market Corp. (the “Company”) (TSX:FOOD) announced today that a syndicate of underwriters led by GMP Securities L.P. (the “Lead Underwriter”, and collectively with the syndicate of underwriters, the “Underwriters”), have exercised the initial portion of their previously-granted option (the “Over-Allotment Option”) to purchase an additional 200,000 common shares of the Company (the “Common Shares”) at a price of $2.50 per Common Share (the “Offering Price”). All of the Common Shares to be sold under this initial partial exercise of the Over‑Allotment Option will be purchased from the founders of the Company, Jonathan Ferrari, Neil Cuggy and Raffi Krikorian (the “Selling Shareholders”), rather than from the Company and the Selling Shareholders on a pra-rata basis, for gross proceeds to the Selling Shareholders of $500,000 in the aggregate.

The Over-Allotment Option to purchase up to an additional 600,000 Common Shares was granted in connection with the bought deal financing by way of a short form prospectus filed in British Columbia, Alberta, Ontario and Québec, of 4 million Common Shares at the Offering Price for gross proceeds to the Company of approximately $10 million (the “Offering”) and is exercisable, in whole or in parts, for 30 days following the closing of the Offering which took place on May 7, 2018.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 any state in which such offer, solicitation or sale would be unlawful.

About Goodfood

Goodfood is Canada’s leading meal kit company, delivering fresh ingredients that make it easy for subscribers to prepare delicious meals at home every week. Goodfood’s objective is to take the hassle out of cooking, leaving subscribers with the fun part - cooking, sharing with family and eating. Subscribers select their favorite recipes from a variety of original dishes online. The Company prepares a personalized box of fresh ingredients and delivers it to the subscriber's doorstep with easy step-by-step instructions. Headquartered in Montréal, Canada, Goodfood had 61,000 active subscribers as of February 28, 2018. www.makegoodfood.ca. 

Caution Regarding Forward-Looking Statements

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, 2017 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, reliance on a single facility, 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. 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.