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Zoglo's Incredible Food Corp
Symbol ZOG
Shares Issued 99,750,000
Close 2021-11-02 C$ 0.23
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Zoglo's Incredible signs MOU for 51% of Monday Swiss

2021-11-02 11:22 ET - News Release

Mr. Anthony Morello reports


Pursuant to completing extensive due diligence, including visiting facilities in Europe, Zoglo's Incredible Food Corp. has entered into a binding memorandum of understanding (MOU) to acquire a 51-per-cent interest in Monday Swiss U.K. Ltd., a leading European-based developer and manufacturer of innovative plant-based food alternatives. The company anticipates Monday Swiss's experience in new product development will help ensure that Zoglo's product portfolio continuously evolves to enable the company to be a leader in the category in Canada and globally.

The MOU supersedes the non-binding letter of intent (LOI) to acquire a 50.5-per-cent interest in Monday Swiss U.K. Ltd. previously announced on Aug. 3, 2021.

Established in 2012, Monday Swiss is a leading producer of a wide variety of plant-based food products and technology, including the Veggie Day and Monday Swiss lines, with a dedicated state-of-the-art facility. Monday Swiss has invested over $3-million in R&D (research and development) over the past five years, servicing major customers such as Tesco, Holland & Barrett, Co-Op, and leading on-line grocery retailer Ocado with leading-edge whole-muscle plant-based technology.

The proposed acquisition of Monday Swiss will provide Zoglo's the capacity to expand globally and provide its customers with the next generation of plant-based foods and is expected to increase annual sales by up to $6-million.

"Following extensive due diligence of Monday Swiss, we feel confident entering into a binding MOU to facilitate the acquisition of a world-class plant-based company with a production capacity of over 500,000 kilograms per month," said Anthony Morello, chief executive officer of Zoglo's. "This acquisition creates a strong business and synergies for Zoglo's in Europe and the U.K. in conjunction with its current evolving business in Canada and the U.S."

The technology from Monday Swiss's facility is expected to provide Zoglo's with the next generation of meat analogues and the ability to bring industry-leading texture, quality and innovation to North America. The facility is certified BRC (British Retail Consortium), kosher OU (Orthodox Union), halal, ISF (International Featured Standards) and SMETA (Sedex Members Ethical Trade Audit), so it is able to meet a wide range of consumer needs and customer demands. It has four production lines, which can produce frozen, chilled and ready-to-eat plant-based products and deliver complete packaging solutions.

Pursuant to the terms of the MOU, the company will acquire a 51-per-cent interest in Monday Swiss in consideration for the issuance of nine million common shares of the company at a deemed price of 30 cents per payment share and will pay $1,717,500. The payment shares and cash payment will be made in three tranches beginning on the closing of the proposed acquisition and ending in April, 2022. In addition, the company will make a loan to Monday Swiss on the closing date in the amount of $1,102,500 to finance the development of Monday Swiss's business.

The proposed acquisition remains subject to certain closing conditions, including, without limitation: (a) the receipt by the company of any necessary corporate and regulatory approval; (b) entering into a definitive agreement in respect of the proposed acquisition; and (c) each party's representations and warranties in the definitive agreement being true and correct in all aspects as of the closing date, and each party meeting its terms and conditions and completing its covenants and obligations as contained therein. There can be no guarantees that the proposed acquisition will be completed as contemplated or at all.

About Zoglo's Incredible Food Corp.

Zoglo's Incredible Food is a publicly traded plant-based food company that offers nutrient-rich, plant-based appetizers, veggies and meat substitutes to fulfill consumers needs for all occasions and cooking requirements. The company's wholly owned subsidiary, Zoglo's Incredible Food Inc., currently offers 14 products through its Traditional Green Box product line and aims to offer 12 innovative products for the mainstream market through its new Zoglo's Incredible Black Box product line. Over the past 25 years, Zoglo's products have been in distribution in over 700 retail stores across Canada, including Walmart, Shoppers Drug Mart, Sobeys and Loblaws, and the company has representation in the United States and Europe. The company trades on the Canadian Securities Exchange under the ticker ZOG.

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