Vancouver, British Columbia--(Newsfile Corp. - March 27, 2023) - The Gummy Project (CSE: GUMY) (FSE: 0OS) (OTC Pink: GUMYF) ("GUMY" or the "Company") is pleased to announce a private placement financing of up to 6,142,550 units of the Company (the "Units") at a price of $0.02 per Unit for aggregate gross proceeds of up to $122,851 (the "Offering"), and a Concurrent Placement (as defined below) of Units for aggregate gross proceeds of up to $377,149.
Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of $0.05 per Common Share for a period of two years following the closing date of the Offering, subject to accelerated expiry as described herein. If, at any time, the closing price of the Company's Common Shares is greater than $0.17 per Common Share for 10 consecutive days, including days where there is no trading, the Company may provide written notice (a "Warrant Acceleration Notice") to the holders that the expiry of the Warrants shall be accelerated to a date that is not less than 30 days from the date of the Warrant Acceleration Notice.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units (other than the Placement Units (as defined below)) will be offered for sale to purchasers resident in Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can be accessed under the Company's profile at and on the Company's website at . Prospective investors should read this offering document before making an investment decision.
In addition to the Offering, the Company intends to complete a concurrent private placement of up to 18,857,450 Units (the "Placement Units") to certain purchasers pursuant to applicable exemptions under NI 45-106 for aggregate gross proceeds of up to $377,149 (the "Concurrent Placement"). The Placement Units will be subject to a four month and one day hold period following the closing date.
Each Placement Unit consists of one Common Share and Common Share purchase warrant exercisable for 2 years following the closing date at $0.05 per warrant share. If, at any time, the closing price of the Company's Common Shares is greater than $0.17 per Common Share for 10 consecutive days, including days where there is no trading, the Company may provide a Warrant Acceleration Notice to the holders that the expiry of the warrants shall be accelerated to a date that is not less than 30 days from the date of the Warrant Acceleration Notice.
The Company intends to use net proceeds of the Offering for digital campaign to drive awareness to the Company's ecommerce site, engage consultancy services to develop the Company's branded Amazon store, working capital requirements and other general corporate purposes.
The closing dates of the Offering and the Concurrent Placement are expected to occur on or about April 21, 2023, or such later date or dates as the Company may determine, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval from the Canadian Securities Exchange.
The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities referenced in this press release, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Charlie Lamb, President & CEO, Director
Telephone: + 1(236) 317-2812 - Toll free 1(888) 556-9656
E-mail: investors@shopgummies.com
About The Gummy Project
We are a growing community of individuals and organizations who believe small contributions can add up to something big. We sell low sugar, plant based gummy products while raising money (and awareness) to support endangered keystone species. We are the only "better for you" candy company that is built to support our planet's most precious species and ecosystems, while educating our future generations on the steps we must take today, to ensure a viable tomorrow.
Forward-Looking Statements
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding future financial position, business strategy, use of proceeds, corporate vision, proposed acquisitions, partnerships, joint-ventures and strategic alliances and co-operations, budgets, cost and plans and objectives of or involving the Company. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. A number of known and unknown risks, uncertainties and other factors may cause the actual results or performance to materially differ from any future results or performance expressed or implied by the forward-looking information. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company including, but not limited to, the impact of general economic conditions, industry conditions and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws.
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