Plantify Foods Announces Signing of Securities Exchange Agreement with Save Foods and Proposed Convertible Debenture Private Placement with Save Foods
Vancouver, British Columbia – TheNewswire - March 31, 2023 – Plantify Foods, Inc. (TSXV:PTFY) ("Plantify" or the "Company") is pleased to announce that it has signed a securities exchange agreement (the “Agreement”) with Save Foods, Inc. (Nasdaq: SVFD) (“Save Foods”), a Delaware corporation traded on the Nasdaq Capital Market.
The Agreement provides that the companies will issue to each other such number of common shares such that upon closing, Save Foods shall own 19.99% of the issued and outstanding capital stock of Plantify (immediately prior to closing) on a non-diluted basis and Plantify shall own 19.99% of the issued and outstanding capital stock of Save Foods (immediately prior to closing) on a non-diluted basis (the “Securities Exchange”).
The Agreement also provides that, effective as of the closing date of the Agreement (and subject to the required corporate approvals), each party will nominate one director of the other party. Save Foods has designated Mr. Amitai Weiss as its appointee to the board of directors of Plantify, and Plantify has designated Dr. Roy Borochov as its appointee to the board of directors of Save Foods.
The completion of the Securities Exchange is subject to certain customary closing conditions, as well as receipt of TSX Venture Exchange (“TSXV”) acceptance and the concurrent closing of Plantify’s issuance to Save Foods of a convertible debenture (the “Debenture”) in the principal sum of $1,500,000 (the “Debenture Financing”), which is also subject to TSXV acceptance.
The Debenture will bear interest at the rate of 8% per annum and will be repayable over approximately 18 months. The principal may be converted, at the sole discretion of Save Foods, into common shares of the Company at a price of $0.05 per share until the first anniversary of the debenture issuance date and $0.10 per share thereafter; the accrued interest may be converted at the Market Price (as defined in TSXV Policy 1.1) of Plantify’s common shares, subject to TSXV approval at the time of conversion. The Company will execute a general security agreement in favour of Save Foods and will specifically pledge to Save Foods the shares of Plantify’s subsidiary, Peas of Bean Ltd.
If the principal under the Debenture is converted in the first year into 30,000,000 Plantify common shares, and assuming no further Plantify common shares are issued following the Securities Exchange, Save Foods will hold approximately 28.56% of Plantify’s outstanding common shares. Accordingly, closing of the Debenture Financing is subject to receipt of shareholder approval to the creation of a new Control Person (as such term in TSXV Policy 1.1), which approval will be sought by written consent.
"We are thrilled to announce that Plantify and Save Foods have agreed to undertake the Securities Exchange and the Debenture Financing” said Roy Borochov, CEO of Plantify. “This cross-ownership has the potential to introduce game-changing advancements to the Food Tech and Agro Tech industries, paving the way for growth and progress. Both companies are confident that working together will bring new and exciting opportunities to their businesses. Save Foods can benefit from Plantify's extensive relationships with retailers to expand its market reach and grow its distribution channels. Save Foods' innovative treatments present an opportunity for Plantify to introduce a new line of fresh-cut products, making the relationship mutually beneficial. These valuable synergies and Save Foods' listing on Nasdaq may enhance its worldwide exposure and reputation, while also providing access to new sources of funding. We are confident that this move will enable Plantify to continue to grow and thrive."
Plantify has agreed to issue, subject to TSXV (“TSXV”) acceptance, 2,150,217 common shares to Hike Capital Inc. as a finder’s fee in respect of the Securities Exchange and a cash finder’s fee of $150,000 in respect of the Debenture Financing. Plantify is solely responsible for these finder’s fees, and Save Foods shall not pay any finder’s fee.
About Plantify Foods, Inc.
Plantify Foods, Inc. is an Israeli food tech company focused on the development and production of "clean-label" plant-based products. Plantify’s unique technology allows for the production of plant-based meat alternatives, dips, and snacks, with natural ingredients familiar to consumers that are free of preservatives, free of common food allergens, are GMO-free and enjoy the same or longer shelf life than most preservative-containing products of the same category. Plantify is also engaged in developing functional foods with health benefits supported by independent testing that it anticipates will enable it to make health claims under US Food and Drug Administration and Canadian Food Inspection Agency regulations. Plantify currently sells its products in Israel and North America.
For more information, visit Plantify’s website: www.plantifyfoods.com
About Save Foods, Inc.
Save Foods is an innovative, dynamic company addressing two of the most significant challenges in the agri-food tech industry: food waste and loss and food safety. We are dedicated to delivering integrated solutions for improved safety, freshness and quality, every step of the way from field to fork. Collaborating closely with our customers, we develop new solutions that benefit the entire supply chain and improve the safety and quality of life of both the workers and the consumers alike. Our initial applications are in post-harvest treatments in fruit and vegetable packing houses processing produce including citrus, avocado, pears, apples and mangos.
By controlling and preventing pathogen contamination and significantly reducing the use of hazardous chemicals and their residues, Save Foods treatment not only prolong fresh produce shelf life and reduce food loss and waste, but they also ensure a safe, natural, and healthy product.
For more information, visit our website: www.savefoods.co
For further information, please contact:
Plantify Foods, Inc.
Gabriel Kabazo - Chief Financial Officer and Corporate Secretary
Phone: 1 604 8336820
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information in this press release may include, without limitation, the expectation of closing of the Securities Exchange, which presumes receipt of TSXV acceptance of the Agreement and the Debenture Financing and satisfaction of the other closing conditions, as well as the business opportunities and potential U.S. financings that are anticipated as a result of the cross-ownership. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on certain risks and uncertainties including, but not limited to, the Company may not receive the final acceptance of the TSXV. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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.
This news release does not constitute an offer for sale, or a solicitation of an offer to buy, in the United States or to any “U.S Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of the Company. The securities of the Company have not been, and will not be, registered under the 1933 Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom.
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