Vancouver, British Columbia – TheNewswire – December 20, 2024 - Plantify Foods, Inc. (TSXV: PTFY) ("Plantify Foods" or the "Company") is pleased to announce it has closed the non-brokered private placement (the “Private Placement”) announced in its news release of December 9, 2024.

 

The Company issued 5,333,333 units of the Company (each, a “Unit”) under the Private Placement at a price of $0.1875 per Unit to raise gross proceeds of approximately $1 million. Each Unit consists of one common share in the capital of the Company (a "Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder to purchase one common share in the capital of the Company (a "Warrant Share") for a period of twenty-four (24) months from the date of issue at an exercise price of $0.25 per Warrant Share.

The net proceeds from the Private Placement will be used for general working capital purposes.

In connection with the Private Placement, the Company paid Capitalink Ltd. and LIA Pure Capital Ltd. (the “Finders”) aggregate cash fees of $82,500 and issued to the Finders, in aggregate, 666,666 common shares (the “Finders’ Shares”).

 

All securities issued in connection with the Private Placement (including the Finders’ Shares) are subject to a statutory four-month hold period under applicable securities laws, which expires on April 20, 2025. The Finders’ Shares are also subject to a TSX Venture Exchange hold period, which expires on April 20, 2025.

Early Warning Disclosure

The disclosure in this section is the sole responsibility and is published at the request of N2Off, Inc. (the “Shareholder”), pursuant to its disclosure obligations under National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”).

The requirement to provide this disclosure was triggered by an increase in the Company’s issued and outstanding share capital on December 20, 2024 as a result of the closing of the Private Placement.

Immediately prior to the closing of the Private Placement, the Shareholder beneficially owned 2,845,891 common shares in the capital of the Company (the “Common Shares”), representing approximately 65% of the issued and outstanding Common Shares. Immediately following closing of the Private Placement, the Shareholder beneficially owned 2,845,891 Common Shares, representing approximately 27% of the issued and outstanding Common Shares; a decrease in the Shareholder’s aggregate ownership of the issued and outstanding Common Shares of approximately 38%.

The Shareholder may from time to time acquire additional securities of the Company or dispose of some or all of the existing or additional securities, whether in transactions over the open market or through privately negotiated arrangements or otherwise, or may continue to hold the same number of securities of the Company.

A copy of the early warning report filed by the Shareholder pursuant to NI 62-103 may be obtained under the Company’s profile on SEDAR+ (www.sedarplus.ca) and from the Company’s chief financial officer at the contact information provided below. For the purposes of the early warning requirements under NI 62-103, the head office address of the Company is: 2264 East 11th Avenue, Vancouver, BC  V5N 1Z6, and the address of the Creditor is: Hapardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.

Contacts:

Gabriel Kabazo

Chief Financial Officer and Corporate Secretary

Phone: (778) 601-8420

 

Investor Relations

Email: ir@plantifyfoods.com

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

Forward Looking Statements:‎

This news release contains “forward-looking information” within the meaning of applicable Canadian ‎securities legislation. All statements, other than statements of historical fact, included herein are forward-‎looking information. In particular, this news release contains forward-looking information including but not limited to the Company’s intended use of proceeds from the Private Placement. There can be no assurance that such forward-‎looking information will prove to be accurate, and actual results and future events could differ materially from ‎those anticipated in such forward-looking information. This forward-looking information reflects ‎Plantify’s current beliefs and is based on information currently available to Plantify and on ‎assumptions it believes are reasonable. These assumptions include but are not limited to that the board of directors of the Company will not determine that it is in the best interests of the Company to use the net proceeds from the Private Placement for a different purpose. 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 Plantify to be materially different from those expressed or ‎implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general ‎business, economic, competitive, political and social uncertainties; general capital market conditions and market prices ‎for securities; delay or failure to receive regulatory approvals; the actual results of future operations; ‎competition; changes in legislation, including environmental legislation, affecting Plantify; the timing and availability of ‎external financing on acceptable terms; and loss of key individuals‎. A description of ‎additional risk factors that may cause actual results to differ materially from forward-looking information can ‎be found in Plantify’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. ‎Readers are further cautioned not to place undue reliance on forward-looking information as there can be no ‎assurance that the plans, intentions or expectations upon which they are placed will occur. The forward-‎looking information contained in this news release represents the expectations of Plantify as of the date ‎of this news release and, accordingly, is subject to change after such date. Plantify expressly ‎disclaims any intention or obligation to update or revise any forward-looking information, whether as a result ‎of new information, future events or otherwise, except as expressly required by applicable securities law.