Organic Garage Ltd., announced that it has entered into a binding letter of intent to acquire all of the issued and outstanding securities of The Future of Cheese Company Corp., a private Canada corporation. FoC is a Toronto, Ontario based organic, vegan premium plant-based company in the business of developing, manufacturing and marketing plant-based cheeses and plant-based cheese products.
Pursuant to the terms of the LOI, the company will issue 13,800,000 common shares to the shareholders of FoC at a deemed price of $0.42 per share in consideration for all of the issued and outstanding securities of FoC, resulting in FoC becoming a wholly owned subsidiary of the company. 690,000 common shares will also be issued to an arm’s length finder in connection with the Proposed Acquisition.
Completion of the Proposed Acquisition is subject to a number of conditions, including but not limited to completion of satisfactory due diligence, the negotiation and execution of a definitive agreement and the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange. There can be no assurance that a definitive agreement will be negotiated or that the Acquisition will be completed as proposed, if at all. The Proposed Acquisition is anticipated to close on or about March 19, 2021.
The securities which may be offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.