TORONTO--(BUSINESS WIRE)--General Assembly Holdings Limited (the “Company” or “GA Pizza”), an innovative, premium consumer packaged goods brand dedicated to making delicious pizzas available to everyone, everywhere, is reiterating a press release published on August 29, 2022 that announced a change to its board of directors (the “Board”), a strategic financing and a production facility move.
Changes to the Board
The Company announced the appointment of Glen Keleher to the Board. Mr. Keleher brings over 20 years of operational experience in multiple manufacturing industries and has extensive experience reducing production costs while providing better quality products. Mr. Keleher has successfully led two manufacturing companies from start up through to successful exit. Equipped with a business degree from Brock University and a Lean Executive designation from the Michigan Manufacturing Technology Center, Mr. Keleher has acted as an advisor to some of Canada’s most exciting startups, guiding them to create meaningful strategic plans and coaching them to achieve their desired results. Mr. Keleher replaces Nicholas Reichenbach, who has resigned from the Board to pursue other interests. The Company would like to thank Mr. Reichenbach for his extensive contributions. Mr. Keleher’s appointment remains subject to approval of the TSX Venture Exchange (the “TSXV”).
Strategic Financing Transaction
The Company also announced that it has entered into loan arrangements with certain lenders (each, a “Lender”) whereby, subject to the receipt of TSXV approval, the Lenders will advance to the Company an aggregate of $2,000,000 (the “Loans”).
The Loans shall mature, with all Loans and any accrued and unpaid interest thereon repayable, on the one-year anniversary of issuance (the “Maturity Date”). The Loans will be secured by a fixed and floating charge on the Company’s assets, pursuant to the terms of a general security agreement, and bear interest at the simple rate of 18% per annum. The Company shall be entitled to prepay any portion of the Loan or any accrued and unpaid interest thereon, in whole or in part, at its discretion at any time prior to the Maturity Date without any bonus or penalty. No monitoring fee will be payable in connection with the Loans.
In connection with the Loans, subject to TSXV approval, the Company has also agreed to issue to the Lenders, as loan bonuses, 1,739,130 common shares of the Company (“Bonus Shares”) at a deemed price of $0.23 per Bonus Share.
The Company will use the Loan proceeds for working capital and general corporate purposes.
Amendments to Prior Loans
In connection with the Loans and as an inducement to Timothy Nye, who previously made certain loans to the Company in the amount of $2,000,000 as disclosed in the news releases of the Company dated November 5, 2021 and December 31, 2021 (the “Nye Loans”), making Loans to the Company in the principal amount of $1,750,000, subject to TSXV approval, the Company also proposes to amend the expiry date of the Nye Loans to the Maturity Date, cancel an aggregate of 2,578,153 common share loan bonus warrants previously issued to Mr. Nye in connection with the Nye Loans, and issue 2,578,153 new common share warrants to Mr. Nye (the “Replacement Warrants”). Each Replacement Warrant will be exercisable to acquire one common share of the Company until the Maturity Date at an exercise price of $0.23.
The Replacement Warrants and the Bonus Shares are subject to a four-month and one day hold period pursuant to applicable Canadian securities laws.
The Company also announced that it has terminated its current master production facility lease and will be moving its frozen pizza operations to a new 12,610 square foot facility located in Mississauga, Ontario (“Pacific Circle”) pursuant to the terms of a 5-year lease. Pacific Circle better services the needs of the Company and its growth strategy. The Company has built up sufficient inventory to cover all retail partners’ demand requirements and no disruptions to the business are anticipated. Production in Pacific Circle is expected to commence in the fourth quarter of 2022.
“The move to Pacific Circle will help facilitate a large reduction in both our fixed cost base and the variable costs of producing each pizza,” said CEO Ali Khan Lalani. “The facility, a former frozen foods manufacturing facility, just happened to come up for lease and brings with it all the production capabilities and strategic location required to help us improve our margin structure and ensure the Company’s long-term success.”
Issuance of Equity Based Compensation
The Company also announced that it has issued an aggregate of 400,000 restricted share units (the “RSUs”) to directors of the Company pursuant to the Company’s Fixed Equity Incentive Plan dated May 2, 2022. 320,000 of the RSUs were granted to independent directors and 80,000 of the RSUs were granted to a non-independent director in connection with such director’s consulting services engagement with the Company. The RSUs vest as to 100% on the one-year anniversary of the date of grant.
About General Assembly Holdings Limited
GA Pizza began its life as a fast-casual pizza restaurant in the heart of Toronto. Nearly four years later, we also offer a freezer-to-table consumer packaged goods line and a revolutionary direct-to-consumer eCommerce experience—not to mention a pizza box with more than one pizza in it. Our ambition? Make delicious pizzas available to everyone, everywhere. We’re always working to take pizza to new heights—from showing the world that better pizza is possible, to finding new spaces and places to deliver unrivaled pizza experiences. Find us in your freezer or visit gapizza.com for more information.
ON BEHALF OF THE BOARD OF DIRECTORS
Forward Looking Statements
Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Company may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.
This press release contains statements which constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance, the terms and proceeds of the Loans, the completion of the Loans, the receipt of TSXV approval in respect of the Loans, the participation in the Loans by Mr. Nye, the amendments to the Nye Loans, the cancellation of common share purchase warrants previously issued to Mr. Nye in connection with the Nye Loans, the issuance of the Replacement Warrants and the issuance of Bonus Shares. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the financial situation of the Company; pre-existing debt of the Company; the Company’s limited operating history; global economic risk; COVID-19’s impact on the Company; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the ability of the Company to obtain TSXV approval in respect of the Loans and the transactions related thereto; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; changes in food and supply costs could adversely affect profitability and ultimately our results of operations; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline; changes in nutrition and food regulation; failure to establish our master production facility; failure to expand production capacity; disruption at 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; third party reliance for shipping and payment processing; environmental laws; we may not persuade customers of the benefits of paying our prices for higher-quality food; our marketing and advertising strategies may not be successful, which could adversely impact our business; requirements for further financing; the Company may 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 in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.