September 10, 2024 - Vancouver, British Columbia, - Pangea Natural Foods Inc. (“Pangea” or the “Company”) (CSE: PNGA), a manufacturer and co-packer of health food products, announces that it intends to complete a non-brokered private placement financing (the “Private Placement”) of up to 6,000,000 units of the Company (“Units”) at a price of $0.05 per Unit for aggregate gross proceeds of up to $300,000.
Each Unit shall consist of one (1) common share in the capital of the Company (“Share”) and one (1) transferable Share purchase warrant, whereby each share purchase warrant (“Warrant”) shall enable the holder thereof to purchase an additional Share at an exercise price of $0.06 for a period of 12 months from the date of closing (the “Closing Date”). The Warrants will be subject to an accelerated expiry provision such that if the closing price of the Shares is equal to or greater than $0.15 on any Canadian stock exchange for a period of 20 consecutive trading days, the Company will have the right to accelerate the expiry date of the Warrants by issuing a press release or other form of notice permitted by the certificate representing the Warrants, announcing that the Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 30 days from the date notice is given.
Closing of the Private Placement is anticipated to occur on or about September 17, 2024, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals. The net proceeds of the Private Placement are intended to be used for general working capital and outstanding payables. The securities issued under the Private Placement will be subject to a statutory hold period in Canada expiring four months from the Closing Date.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.
About Pangea Natural Foods Inc.
Pangea Natural Foods Inc. is a food manufacturing company focused on manufacturing, co-packing and distributing high-quality food and health products across North America.
On Behalf of the Board of Directors
"Pratap Sandhu"
CEO, Corporate Secretary and Director
For further information, please visit the Company's website at www.pangeafood.com or contact:
Pangea Natural Foods Inc.
Pratap Sandhu
Chief Executive Officer
Telephone: +1 (604) 765-8069
Email: pratap@pangeafood.com
Media contact: media@pangeafood.com
Forward-Looking Information:
This news release contains forward–looking statements and forward–looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. More particularly and without limitation, this news release contains forward–looking statements and information relating to the closing of the Offering, receipt of approval for the Offering, including the approval of the CSE and the use of proceeds. The forward–looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that the proposed Acquisition or related matters will be completed as proposed or at all. Although management of the Company believes that the LEGAL_46505772.2 expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward–looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Offering as currently proposed or at all, the ability of the Company to obtain sufficient financing to fund its business activities and plans, and the Company's ability to obtain the applicable regulatory approvals of the Offering. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and changes in laws, regulations and policies affecting the Company's operations and the Company's limited operating history. Accordingly, readers should not place undue reliance on the forward–looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward– looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
SOURCE Pangea Natural Foods Inc.