12:14:28 EST Fri 03 Dec 2021
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Eat Well Investment Group Inc
Symbol EWG
Shares Issued 126,889,654
Close 2021-11-25 C$ 0.62
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Eat Well Investment arranges $5M private placement

2021-11-25 12:18 ET - News Release

Mr. Marc Aneed reports


Eat Well Investment Group Inc. has appointed Research Capital Corp. to act as lead agent and sole bookrunner, on behalf of a syndicate of agents, in connection with a marketed private placement offering of special warrants of the company priced in the context of the market, at an indicative price of 55 cents per special warrant, for gross proceeds of up to $5-million.

Each special warrant shall be exercisable, for no additional consideration at the option of the holder, into one unit of the company, with each unit comprising one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an indicative exercise price of 75 cents per warrant share, to be determined in the context of the market, for a period of 36 months following the closing of the offering.

The company has granted the agents an option to increase the size of the offering by up to 15 per cent, exercisable in the discretion of the agents, in whole or in part, at any time up to 48 hours prior to the final closing date of the offering.

The company intends to use the net proceeds of the offerings for M&A (mergers and acquisitions) and general working capital.

As soon as reasonably practicable after the closing, the company will use its reasonable commercial efforts to prepare and file with each of the securities regulatory authorities in each of the provinces of Canada (except Quebec) in which the of special warrants are sold and obtain a receipt for a preliminary short form prospectus and a final short form prospectus, qualifying the distribution of the units underlying the special warrants, in compliance with applicable securities law.

In the event that the company has not received a receipt for the final prospectus within 90 days following the closing, each unexercised special warrant will thereafter entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, 1.1 units (instead of one unit) and thereafter, at the end of any additional 30-day period prior to the qualification date, each special warrant will be exercisable for an additional 0.02 of a unit.

All unexercised special warrants will automatically be exercised on the date that is the earlier of (i) four months and a day following closing of the offering and (ii) as soon as reasonably practicable and no later than the third business day after a receipt is issued for the final prospectus.

The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the exchange, and the entering into of an agency agreement between the company and the agents. Closing of the offering is expected to be on or about the week of Dec. 15, 2021, or such date as the lead agent and the company may agree upon.

The agents will receive an aggregate cash fee equal to 7.0 per cent of the gross proceeds from the offering, including in respect of any exercise of the agents' option. In addition, the company will grant the agents, on date of closing, non-transferable compensation warrants equal to 7.0 per cent of the total number of special warrants under the offering (including in respect of any exercise of the agents' option). Each compensation warrant will entitle the holder thereof to purchase one unit at an exercise price per compensation warrant unit equal to the issue price of the special warrants for a period of 36 months following the closing of the offering.

The company will use commercial reasonable efforts to obtain the necessary approvals to list the common shares and common shares issuable on the exercise of the warrants and compensation warrant units on the Canadian Securities Exchange on the closing date and the date of the issuance of the underlying warrant shares, respectively. In addition, the company will use commercial reasonable efforts to obtain the necessary approvals to list the warrants on the exchange.

The special warrants will be offered and sold by private placement in Canada to accredited investors within the meaning of National Instrument 45-106 (Prospectus Exemptions) and other exempt purchasers in each province of Canada (other than Quebec) and may be sold outside of Canada on a basis which does not require the qualification or registration of any of the common shares or the warrants comprising the units underlying the special warrants in the subscriber's jurisdiction. The company may also concurrently offer and sell units outside of Canada on a non-brokered, unregistered private placement basis to a limited number of accredited investors (as defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended) with whom the company has substantive pre-existing relationships, in reliance on exemptions from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States or in other jurisdictions where permitted by law. The securities issued in the offerings will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of four months and one day from the date of issuance.

About Eat Well Investment Group Inc.

Eat Well Group is a publicly traded investment company primarily focused on high-growth companies in the agribusiness, food tech, plant-based and ESG (environmental, social and governance) sectors. Eat Well Group's management team has an extensive record of sourcing, financing and building successful companies across a broad range of industries and maintains a current investment mandate on the health/wellness industry. The team has financed and invested in early-stage venture companies for greater than 25 years, resulting in unparalleled access to deal flow and the ability to construct a portfolio of opportunistic investments intended to generate superior risk-adjusted returns.

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