General Meeting Announces Sophic Capital’s Commitment to Capital Markets Advisory Services

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TORONTO – (COMMERCIAL THREAD) –General Assembly Holdings Limited (the “Society” Where “Pizza GA”) (TSX Venture Exchange: GA), an innovative premium packaged consumer product brand dedicated to making delicious pizza accessible to everyone, everywhere, is pleased to announce that it has engaged Sophic Capital Inc. (“Sophisticated“) to provide financial market advisory services pursuant to an agreement dated 20 December 2021 (the”Agreement“). The Agreement and the obligations of the Company under the Agreement are subject to the approval of the TSX Venture Exchange (the “TSXV“).

“GA Pizza is going through a period of rapid growth as we deepen our wholesale and direct-to-consumer channels across Canada and leverage our newly reopened flagship restaurant,” said Ali Khan Lalani, Founder and CEO of GA Pizza. “We continue to see significant growth opportunities for General Assembly in the frozen pizza category, and after careful consideration, we have selected a partner who can help amplify our story with a large and sophisticated group of investors and capital markets professionals. Sophic’s vast experience in supporting the growth of entrepreneurial businesses and unmatched knowledge of capital markets make them an ideal partner as we prepare for a new era of expansion.

“We are following GA Pizza closely as it has grown from a restaurant concept to a fast growing premium CPG business with a recurring revenue subscription service,” said Sean Peasgood, President and CEO of Sophic Capital. “We believe there remains a significant white space opportunity in the frozen section of the grocery store to disrupt the pizza category, while continuing to grow the brand through new store development and growth in the number of DTC pizza subscribers. On behalf of Sophic’s partners and employees, I would like to thank General Assembly Holdings for choosing us to develop its capital markets strategy and expand communication of this innovative and rapidly growing story.

The services to be provided by Sophic in accordance with the Agreement will include assisting the Company in the preparation of an investor communications plan, investor materials, press releases, road shows and conferences. telephone. Sophic will also introduce the Company to its network of professional analysts, as well as institutional and retail investors.

Sophic’s engagement will run for a period of six months from December 20, 2021 (the “Effective Dated“), and renews automatically for successive six-month periods, unless terminated early by the parties. The Agreement allows for mutual termination for convenience upon 30 days notice, except during the initial six-month period.

GA Pizza will pay Sophic a fee of $ 10,000 per month. In addition, on the Effective Date, Sophic will receive a total of 100,000 stock options under the Company’s stock option plan (the “”Initial options“), and at the latest of six (6) months following the date of entry into force (the”Renewal date“) and the completion by the Company of an equity financing generating aggregate gross proceeds of at least $ 5 million, Sophic will receive such additional number of stock options under the plan. ” options to purchase shares in the Company (on Renewal options“, And with the Initial Options, each, a”Option“, And collectively, the”Options“) which will result in a total number of stock options issued to Sophic, including initial options, which is equal to 1% of the issued and outstanding Class A common shares of the Company (“Ordinary actions“) on the renewal date. Each option may be exercised to acquire one common share at an exercise price of $ 0.69 per common share, in the case of the initial options, and the greater of the two (i) prices closing per common share on the TSXV for the day immediately preceding the renewal date, and (ii) the lowest price authorized by the TSXV, in the case of renewal options. The options will vest and may be exercised at 25% on a quarterly basis from the third anniversary of the issue date. Options will continue to be exercisable until the earliest date between 12 months after the date Sophic ceases to be a participant eligible for the Company’s stock option plan and the date falling 10 years after the issuance of the options.The issuance of the options is subject to the review and approval of the TSXV.

Including options, Sophic holds, directly or indirectly, a number of ordinary shares and securities convertible or exercisable into ordinary shares, as is, on a fully diluted basis, equal to less than 5% of the ordinary shares currently issued and in circulation of the Company. .

About GA Pizza

GA Pizza began life as a quick, casual pizza place in the heart of Toronto. Four years later, we’re also delivering a line of consumer packaged freezer-to-table products and a revolutionary e-commerce experience right to the consumer, not to mention a pizza box with more than one pizza in it. Our ambition ? Make delicious pizzas available to everyone, everywhere. We are always striving to take pizza to new heights, to show the world that better pizza is possible, to find new spaces and places to deliver unparalleled pizza experiences. Find us in your freezer or visit gapizza.com for more information.

Visit invest.gapizza.com Where gapizza.com for more information.

About Sophic Capital

Sophic Capital is a capital markets consultancy for growth public and private companies. She specializes in developing comprehensive capital market strategies for companies at all stages of development. His team collectively has nearly 50 years of experience in capital markets and relevant industry sectors in multiple jurisdictions. Its in-depth knowledge of tech, cleantech, consumer and industrial markets, combined with decades of experience in capital markets, makes Sophic Capital an ideal partner to help lower the cost of capital. businesses and accelerate their growth.

Warning notice

Neither the 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 information

This press release contains statements that constitute “forward-looking information” or “forward-looking statements” (all “forward-looking information”) within the meaning of applicable securities laws, including statements regarding plans, intentions, Current beliefs and expectations of the Company with respect to future business activities and operational performance. Forward-looking information is often identified by the words “could”, “would”, “could”, “should”, “will”, “intention”, “plan”, “anticipate”, “believe”, “estimate” , “Expect” or similar expressions and includes information regarding planned increases in the Company’s production capacity at the main plant and the Company’s growth strategy.

Investors are cautioned that forward-looking information is not based on historical facts but rather reflects the expectations, estimates or projections of the Company’s management regarding future results or events based on the opinions, assumptions and estimates of management considered. as reasonable on the date the statements are made. Although the Company believes that the expectations reflected in this forward-looking information are reasonable, such information involves risks and uncertainties, and such information should not be relied upon because unknown or unforeseeable factors could have material adverse effects on the Company. the future results, performance, or achievements of the combined company. Some of the key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information include, but are not limited to, the following: there is no market for the securities of the society ; the Company’s limited operating history; global economic risk; the impact of COVID-19 on Society; the general economic environment; cybersecurity risks; financial projections may turn out to be materially inaccurate or incorrect; the Company may encounter difficulties in forecasting sales; general competition in the industry from other firms; growth risk management; dependence on management; insurance risks; changes in the costs of food and supplies could adversely affect profitability and ultimately our results of operations; our business could be affected by increased labor costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending habits and demographic trends could lead to lower sales; changes in nutrition and food regulations; the failure to establish our main production plant; the inability to increase production capacity; disruption in our facilities; government regulation of the food industry creating risks and challenges; risk associated with food safety and consumer health; changes in internet and social media search algorithms; risks associated with leasing commercial and retail space; use of third parties for shipping and processing payments; environmental laws; we may not persuade customers of the benefits of paying our prices for better food; our marketing and advertising strategies may not be successful, which could have a negative impact on our business; additional financing needs; the Company can prioritize customer growth and engagement and the customer experience over short-term financial results. This forward-looking information may be affected by risks and uncertainties relating to the activities of the Company and to market conditions.

If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking information turn out to be incorrect, actual results could differ materially from those described in this document as being intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify risks, uncertainties and important factors that could cause actual results to differ materially, there may be others that could cause results not to be as anticipated. , estimated or planned. The Company does not intend and assumes no obligation to update this forward-looking information, except as required by applicable law.


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