Goodfood Completes $12.675 Million Investment Led by Investissement Québec Through Private Placement of Convertible Unsecured Subordinated Debentures

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MONTREAL, Feb. 06, 2023 (GLOBE NEWSWIRE) -- Goodfood Market Corp. (“Goodfood” or the “Company”) (TSX: FOOD) is pleased to announce that it has closed an offering (the “Offering”) of $12,675,000 aggregate principal amount of 12.5% convertible unsecured subordinated debentures of the Company (the “Debentures”) due February 6, 2028 (the “Maturity Date”), at a price of $1,000 per $1,000 principal amount of Debentures, by way of non-brokered private placement. The total investment consists of $10 million from Investissement Québec and $2.675 million from management, Board members and existing shareholders.

“We are pleased to partner with Investissement Québec to bolster Goodfood’s balance sheet and achieve our path to profitability and positive cash flows. With the capital raised, we will continue to execute the final steps of our profitable growth plan and deliver more delicious Goodfood products to Canadians,” said Jonathan Ferrari, Chief Executive Officer of Goodfood. “As our target cost structure is now nearly in place, we are transitioning our focus to growing the Goodfood brand in Quebec and across the country and we are thrilled to count on a partner such as Investissement Québec in our next growth phase. We are also proud to highlight the commitment of our management team, board and existing shareholders who are participating in this financing to the tune of $2.675 million,” concluded Mr. Ferrari.

"Investissement Québec is proud to support innovative Québec companies like Goodfood in order to propel their growth," says Bicha Ngo, Senior Executive Vice-President, Private Equity, Investissement Québec.

The Debentures will be convertible at the holder’s option into Goodfood common shares (the “Common Shares”) at a conversion price of $0.75 per Common Share. The Debentures will bear interest at a rate of 12.5% per annum. The interest portion for the period commencing on the issuance date and ending in February 2025 will be capitalized semi-annually and convertible at a price equal to the volume weighted average trading price of the Common Shares on the TSX for the five (5) consecutive trading days ending on the date on which such interest portion becomes due, plus a premium of 50%. As of February 6 2025 and until the Maturity Date, the interest portion will be payable semi-annually in cash. As of February 6 2026, Goodfood may repurchase the non-converted portion of a Debenture at an amount of the principal and accrued interest plus an amount providing the holder with an internal rate of return (IRR) equal to 18% for the period during which such Debenture will have been outstanding. The holders may require a repurchase on the same terms upon a change of control of the Company.