Coho Collective Kitchens Inc. Announces Convertible Debenture Financing of CAD$1,650,000
VANCOUVER, British Columbia, May 9, 2023 – Coho Collective Kitchens Inc. (“Coho” or the “Company”) (TSXV: COHO), a commercial real estate and food technology company that provides private and shared kitchen and food production space to a variety of businesses, is pleased to announce that, subject to acceptance by the TSX Venture Exchange (the “TSXV”), the Company intends to complete a non-brokered private placement of convertible debentures of the Company (each, a “Convertible Debenture”). Each Convertible Debenture has a price of CAD$1,000 and the Company has executed a term sheet with an arm’s length party for 1,650 Convertible Debentures, resulting in gross proceeds to the Company of CAD$1,650,000 (the “Offering”).
Each Convertible Debenture will bear interest at a rate of 8% per annum, calculated and payable semi-annually in arrears, with the first payment beginning on June 30, 2023. The Convertible Debentures will mature on March 31, 2026 (the “Maturity Date”). The principal amount of each Convertible Debenture (the “Principal Amount”) will be convertible into common shares of the Company (“Common Shares”) at a price of CAD$0.15 per Common Share (the “Conversion Price”) at the option of the holder of a Convertible Debenture (the “Holder”) at any time prior to the close of business on the Maturity Date.
At the election of the Company, all interest accrued on the Convertible Debentures will be payable in cash or, subject to approval by the TSXV, Common Shares.
The Convertible Debentures will be unsecured obligations of the Company, and will be subordinated in right of payment of principal and interest to all secured debt and to all existing and future senior indebtedness of the Company and senior to any of the Company’s future debt that is expressly subordinated to the Convertible Debentures.
The proceeds received by the Company from the Offering are intended to be used for advancement of the Company’s facilities, M&A, and general corporate activities. The closing of the Offering remains subject to receipt of TSXV approval and all other necessary regulatory approvals.
Coho is a growth stage, community-driven, commercial real estate and food technology company that provides private and shared kitchen and production space to food companies from start-ups to restaurant groups seeking turnkey solutions and business services. Each of the Company’s customers, called “Members”, are revenue generating companies that have signed a membership agreement with Coho for an agreed upon term. The concept falls in line with a rapidly growing trend in the food-delivery industry creating a market for delivery-only and/or virtual restaurant concepts. For more information about how Coho is growing and innovating in the commissary space, visit https://www.cohocommissary.com.
Andrew Barnes, Chief Executive Officer
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 NEWS RELEASE.
Cautionary Statements Regarding Forward-Looking Information
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflect management's
current expectations regarding future events. Such information includes, without limitation, information regarding the terms of the Offering and the intended use of proceeds from the Offering. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward-looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance and that such forward-looking information is based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, that the Offering will close and will do so on the proposed terms; that the Company will be able to utilize the net proceeds of the Offering in the manner intended; that general business and economic conditions will not change in a material adverse manner; that applicable regulatory approvals will be received; and assumptions regarding political and regulatory stability and stability in financial and capital markets.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others: the risk that the Company may not complete the Offering; the risk that the Offering may not be completed on the anticipated terms; the risk that required regulatory approvals, including approval of the TSXV, for the Offering are not obtained; the risk that the Company may not be able to use the proceeds of the Offering as intended; the state of the financial markets for the Company's securities; recent market volatility and potentially negative capital raising conditions resulting from the continued COVID-19 pandemic and risks relating to the extent and duration of such pandemic and its impact on global markets; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.