Mr. Gabriel Kabazo reports
PLANTIFY FOODS ANNOUNCES SECURITIES FOR SERVICES AGREEMENT WITH CHIEF EXECUTIVE OFFICER
Pursuant to Policy 4.3 of the TSX Venture Exchange, Plantify Foods Inc. has entered into a consulting agreement with Moshe Revach in connection with his engagement as chief executive officer of the company, pursuant to which the company will settle a portion of the consulting fees payable to Mr. Revach in common shares of the company.
Pursuant to the consulting agreement, for continuing consulting services provided by Moshe Revach as the company's chief executive officer, the company will pay Mr. Revach a cash consulting fee of $5,000 per month and will issue to Mr. Revach shares having an aggregate deemed value of $15,000 per calendar quarter as compensation for the services provided during the applicable quarter.
The deemed price per share and the number of shares issuable in respect of each quarterly share issuance will be determined by dividing $15,000 by the greater of: (i) the 90-day volume-weighted average trading price of the shares on the TSX-V for the 90 trading days immediately preceding the news release announcing the applicable quarterly share issuance; and (ii) the discounted market price (as such term is defined in the policies of the TSX-V) of the shares, based on the last closing price of the shares on the TSX-V immediately preceding the date of such news release.
In each case, the deemed value per share and the number of shares to be issued pursuant to the consulting agreement will be determined as of a date after the applicable services are provided to the company. The shares issued under each quarterly share issuance will be subject to a statutory hold period of four months and one day from the date of issuance under applicable Canadian securities laws. The consulting agreement and each quarterly share issuance are subject to acceptance by the TSX-V. The company intends to issue a news release in respect of each quarterly share issuance in accordance with the policies of the TSX-V.
Mr. Revach is the chief executive officer of the company and is therefore a related party of the company within the meaning of Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions. Accordingly, the issuance of shares to Mr. Revach under each quarterly share issuance constitutes a related party transaction within the meaning of MI 61-101. The company is relying on the exemptions from the formal valuation requirement in Section 5.4 of MI 61-101 and the minority shareholder approval requirement in Section 5.6 of MI 61-101 set out in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, on the basis that, at the time each quarterly share issuance is agreed to, the fair market value of the shares issuable to Mr. Revach does not exceed 25 per cent of the company's market capitalization.
About Plantify Foods Inc.
Plantify Foods is a clean label food company focused on the development, production and sale of plant-based food products made with whole, natural ingredients.
We seek Safe Harbor.
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