Vancouver, British Columbia--(Newsfile Corp. - May 24, 2023) - Coho Collective Kitchens Inc. (TSXV: COHO) ("Coho" or the "Company"), a commercial real estate and food technology company that provides private and shared kitchen and food production space to a variety of businesses, is excited to announce the opening of two new facilities in Vancouver, British Columbia. Located at 1623 Pandora Street and 901 East Hastings Street, the new locations will operate as "Coho Pandora" and "Coho Hastings", respectively.
Coho Pandora, a 19,932 square foot facility, offers space for over 20 businesses to operate from, including ghost kitchens, caterers, and consumer packaged goods ("CPG") companies. It will also act as a research and development hub for restaurants. Located in East Vancouver's high-demand manufacturing district, it gives Coho members and businesses a central location to operate from, with access to a diverse selection of potential customers. Coho is proud to announce that this location was 100% pre-sold and at opening is operating at full capacity.
Coho Hastings, a 3,896 square foot facility, offers space for specialized CPG manufacturers to scale and grow their businesses, while also allowing Coho to solidify its place as a leading shared kitchen space provider in Canada.
Andrew Barnes, CEO of Coho said, "I am proud and excited to announce the opening of two new Coho locations. It shows the continued growth and expansion of our company, and reaffirms our commitment to providing exceptional products and services to our valued members. This expansion will allow us to empower more entrepreneurs and food businesses throughout Western Canada, while driving additional value for shareholders."
Closing of Previously Announced Private Placement
Coho is also pleased to announce that, further to its news release dated May 9, 2023, the Company has completed its previously announced non-brokered private placement for gross proceeds of CAD$1,650,000 (the "Offering").
The Offering was a non-brokered private placement of 1,650 convertible debentures of the Company (the "Convertible Debentures"), at a price of CAD$1,000 per Convertible Debenture, for gross proceeds of CAD$1,650,000. There were no finder, broker, or agent fees payable by the Company in connection with the Offering.
The Convertible Debentures 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 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 thereof (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 may be payable in cash or, subject to approval by the TSXV, Common Shares issued at the Market Price (as such term is defined in the policies of the TSXV) of the Common Shares at the time of any such settlement.
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. In accordance with applicable Canadian Securities laws and the policies of the TSXV, the Convertible Debentures, and any Common Shares issued in connection therewith, may not be sold, transferred, hypothecated or otherwise traded through the facilities of the TSXV (or otherwise) until four months and one day from the date hereof.
Acquisition of Convertible Debentures by Wevers Holdings
Wevers Holdings Ltd. ("Wevers Holdings"), a holding company controlled by Bryan Wevers, was the sole participant in the Offering.
Prior to the acquisition of Convertible Debentures, Wevers Holdings and Bryan Wevers, (together, the "Acquirors") held a total of 5,766,500 Common Shares of the Company. Of these Common Shares, 5,100,000 Common Shares are held by Wevers Holdings (a company which Mr. Wevers owns and controls). 666,500 Common Shares are also held directly by Mr. Wevers and Mr. Wevers also holds 25,000 Common share purchase options personally.
Prior to the acquisition of the Convertible Debentures, the non-dilutive shareholdings of the Acquirors represented approximately 6.84% of the issued and outstanding Common Shares of the Company and 6.87% on a partially diluted basis (i.e., assuming full exercise of the 25,000 stock options held by Mr. Wevers and no other issuances of Common Shares by the Company).
Following the acquisition of 1650 Convertible Debentures on May 24, 2023, the Acquirors now hold approximately 17.62% of the issued and outstanding shares of the Company on a partially diluted basis (i.e., assuming full exercise of Mr. Wevers' stock options and the Convertible Debentures into 11,000,000 Common Shares and no other issuances of Common Shares by the Company), triggering the requirement to file an Early Warning Report.
The Company has been advised that Wevers Holdings acquired these Convertible Debentures for investment purposes (as disclosed in an Early Warning Report to be filed on SEDAR). These investments will be reviewed on a continuing basis by the Acquirors and such holdings may be increased or decreased in the future. The Acquirors may in the future acquire or dispose of securities of the Company through the market, privately or otherwise as circumstances or market conditions warrant, and in compliance with applicable securities regulatory requirements.
Coho's head office is located at 1370 E. Georgia Street, Vancouver, BC V5L 2A8. For inquiries or to obtain a copy of the related early warning report required under applicable Canadian securities legislation, a copy of which will also been filed on Coho's profile on SEDAR at www.sedar.com, please contact: Andrew Barnes, Chief Executive Officer at andrew@cohocommissary.com or (778) 877-6513.
About Coho
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.
Contacts
Andrew Barnes, Chief Executive Officer
andrew@cohocommissary.com
(778) 877-6513
Investor Relations
invest@cohocommissary.com
(604) 243-7355
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 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 there will be sufficient demand for the Company's newest locations; that the Company will be able to operate its newest locations profitably in the future; 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; 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 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.
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