Debt financing

General Assembly Pizza Secures CDN $ 2 Million Debt Financing

TORONTO – (COMMERCIAL THREAD) – General Assembly Holdings Limited (the “Society” Where “Georgia Pizza“) (TSXV: GA), a Toronto pizzeria turned omnichannel consumer products (“GIC“), is pleased to announce that it has entered into loan agreements with certain persons (each, a”Lender“) under which the lenders will advance to the Company a total of $ 2,000,000 (the”Loans“).

GA Pizza will use the loans for working capital, general business needs and to support the purchase of equipment at its new dedicated production facility in Vaughan, Ontario.

Advantages of loans:

  • Access to increased liquidity and financial flexibility to support the capital and operating expenses necessary to continue the evolution of GA Pizza from a single pizzeria to an omnichannel CPG brand.
  • Competitive conditions, including no return of principal or interest in the first two years and no prepayment penalties, thus supporting GA Pizza’s commitment to creating shareholder value.
  • Strategic financing from sophisticated lenders, including the CFO and a director of the company, reinforcing their firm commitment to building the GA Pizza brand and their in-depth knowledge of the business.

“This loan will allow GA Pizza to shoot all cylinders,” said Ali Khan Lalani, Founder and CEO of GA Pizza. “With the increase in production in our new dedicated facility, the national expansion of our e-commerce and retail channels on the horizon and the upcoming opening of a revitalized flagship restaurant, this additional capital will allow us to easily meet growing demand. This will help fuel our growth.

Loan conditions :

The Loans will bear interest at the rate of 12% per annum, evidenced by promissory notes in favor of the Lenders and secured by a fixed and variable charge on the assets of the Company in accordance with the terms of a general guarantee contract, which will be subordinated in priority to any security granted by the Company to any bank, financial institution or other commercial lender under any future credit facility issued by such lender. The loans will be repayable in equal monthly installments from the date that falls two years after the advance of the applicable loan and ends on the date that falls one year and six months after that date.

The Company will pay the Lenders 1.2% of the principal amount of the Loans per annum as monitoring costs. The Company also intends to issue to lenders, subject to the approval of the TSX Venture Exchange (the “TSXV“), as loan premiums, such number of common share purchase warrants of the Company (each, a”Bonus voucher“) equal to the lesser of (i) the principal of such lender under the loans divided by the volume weighted average price of the Common Shares on the TSX Venture Exchange for the period of 30 consecutive trading days immediately preceding the date entry into force of the applicable promise Note (“30 day VWAP“); and (ii) the maximum number of warrants authorized by the TSXV, each warrant to enable the relevant lender to acquire one Class A common share (“Ordinary share») During the term of forty-two months of the loan applicable at an exercise price equal to the greater of the following amounts (i) a premium of 25% compared to the VWAP of 30 days; or (ii) the lowest price authorized by the TSXV. If a loan is repaid before the one-year anniversary date of that loan, it is expected that a pro rata a number of warrants issued in respect of such a loan will have their term reduced no later than one year from their issue and 30 days from said repayment.

The Company shall have the right to prepay the Loans, in whole or in part, at any time before the due date, without any notice being given to the Lender and without any premium or penalty being paid to the due date. Lender.

Loans are subject to TSXV review and acceptance.

Disclosure of Related Party Transactions

Certain lenders, namely Mr. Ted Hastings, Director of the Company, and Mr. Jeff Collins, Chief Financial Officer of the Company, are “related parties” (within the meaning of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“)) of the Company and, therefore, the loans from these lenders, which are expected to total $ 500,000, are related party transactions (as defined in NI 61-101) (the “Related party loansThe Company is exempt from the formal valuation requirement and the minority approval requirement under NI 61-101 with respect to related party loans since, at the time of such loans, the fair market value of the related party loan consideration does not exceed 25% of the Company’s market capitalization.

About GA Pizza

GA Pizza started life as a quick and relaxed pizza place in the heart of Toronto. Almost four years later, we’re also delivering a line of consumer packaged freezer-to-table products and a revolutionary e-commerce experience straight to the consumer, not to mention a pizza box with more than one pizza in it. Our ambition ? Make delicious pizzas available to everyone, everywhere. We are always striving to take pizza to new heights, to show the world that better pizza is possible, to find new spaces and places to deliver unparalleled pizza experiences. Find us in your freezer or visit gapizza.com for more information.

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 information

This press release contains statements that constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable securities laws, including statements regarding plans, intentions, beliefs and the Company’s current expectations with respect to future business activities and operational performance. Forward-looking information is often identified by the words “could”, “would”, “could”, “should”, “should”, “intention”, “plan”, “anticipate”, “believe”, “estimate”. “,” Expect “or similar expressions and includes information regarding the early acceptance of loans by the TSX Venture Exchange, the intended use of loan proceeds, the continued development of the Company, national expansion of the Company, the reopening of the flagship restaurant, the Company’s ability to meet increased demand, the expected increases in the Company’s production capacity at the main plant and the Company’s growth strategy.

Investors are cautioned that forward-looking information is not based on historical facts but rather reflects the expectations, estimates or projections of the Company’s management regarding future results or events based on the opinions, assumptions and estimates of management considered. as reasonable on the date the statements are made. Although the Company believes that the expectations reflected in this forward-looking information are reasonable, such information involves risks and uncertainties, and such information should not be relied upon because unknown or unforeseeable factors could have material adverse effects on the Company. the future results, performance or achievements of the combined company. Among the main factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the following: there is no market for the securities of the Company ; the limited operating history of the Company; global economic risk; the impact of COVID-19 on Society; the general economic environment; cybersecurity risks; financial projections may turn out to be materially inaccurate or incorrect; the Company may have difficulty forecasting sales; general competition in the industry from other firms; growth risk management; dependence on management; insurance risks; changes in the costs of food and supplies could adversely affect profitability and, ultimately, our results of operations; our business could be affected by increased labor costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending habits and demographic trends could lead to lower sales; changes in nutrition and food regulations; the failure to establish our main production plant; the inability to increase production capacity; disruption in our facilities; government regulation of the food industry creating risks and challenges; risk associated with food safety and consumer health; changes in Internet and social media search algorithms; risks associated with leasing commercial and retail space; use of third parties for shipping and processing payments; environmental laws; we cannot persuade customers of the benefits of paying our prices for better food; our marketing and advertising strategies may not be successful, which could have a negative impact on our business; additional financing needs; the Company can prioritize customer growth and engagement and the customer experience over short-term financial results. This forward-looking information may be affected by risks and uncertainties relating to the activities of the Company and to market conditions.

If one or more of these risks or uncertainties materialize, or if the assumptions underlying the forward-looking information prove to be incorrect, actual results could differ materially from those described in this document as being intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify risks, uncertainties and important factors that could cause actual results to differ materially, there may be others that could cause results not to be as anticipated. , estimated or planned. The Company does not intend and assumes no obligation to update this forward-looking information, except as required by applicable law.


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