/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, June 22,
2022 /CNW/ - Else Nutrition Holdings Inc. (TSX: BABY)
(the "Company" or "Else"), a leading producer of
plant-based baby, toddler and children's food products, is pleased
to announce that its previously announced marketed public offering
(the "Offering") of units (the "Units") of the
Company, which will be sold at an issue price of $1.05 per Unit (the "Issue Price"), will
be for an aggregate of 6,940,000 Units for total gross proceeds of
$7,287,000.
The Units will be offered for sale by the Company in the
Offering, which will be conducted through a syndicate of
underwriters (the "Underwriters") led by Stifel Nicolaus
Canada Inc. as sole bookrunner. 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 will be exercisable to acquire one
Common Share (a "Warrant Share") for a period of 60 months
following the closing of the Offering (the "Closing")
at an exercise price per Warrant Share of $1.25.
The Company has granted the Underwriters an option (the
"Over-Allotment Option"), exercisable in whole or in part at
any time on or up to 30 days after the Closing, to purchase, or to
find substituted purchasers for, up to an additional 1,041,000
Units, equal to 15% of the number of Units sold pursuant to the
Offering at the Issue Price to cover over-allotments, if any, and
for market stabilization purposes, for additional gross proceeds of
up to $1,093,050, for total gross
proceeds of up to $8,380,050. The
Over-Allotment Option shall be exercisable for Units, Common Shares
or Warrants (or any combination thereof).
The Company plans to use the net proceeds from the Offering to
fund research and development including clinical studies, fund
sales and marketing, acquire inventory, establish a manufacturing
facility, and for general corporate purposes.
The Offering is scheduled to close on, or around, June 28, 2022 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX.
On June 21, 2022, in connection
with the Offering, the Company filed a preliminary supplement
(the "Preliminary Supplement") to its short form base
shelf prospectus dated April 20, 2021
(the "Base Shelf Prospectus") with the securities
commissions in each of the provinces of Canada, excluding Quebec.
The Preliminary Supplement and the Base Shelf Prospectus contain
important detailed information about the Company and the proposed
Offering. Prospective investors should read the Preliminary
Supplement, the Base Shelf Prospectus and the other documents the
Company has filed before making an investment decision. Copies of
the Prospectus Supplement, following filing thereof, and the Base
Shelf Prospectus will be available on SEDAR at www.sedar.com.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities to be
offered have not been, and will not be registered under the 1933
Act or under any U.S. state securities laws, and may not be offered
or sold in the United States or
to, or for the account or benefit of, U.S. persons, absent
registration or an applicable exemption from the registration
requirements of the 1933 Act and applicable state securities
laws.
About Else Nutrition Holdings Inc.
Else Nutrition GH Ltd. is an Israel-based food and nutrition company
focused on developing innovative, clean, and plant-based food and
nutrition products for infants, toddlers, children, and adults. Its
revolutionary, plant-based, non-soy formula is a clean-ingredient
alternative to dairy-based formula. Else Nutrition (formerly INDI)
won the "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit. Else
Plant-Based Complete Nutrition for Toddlers was recently ranked as
the #1 Top Seller in the baby and toddler formula category on
Amazon. The Company recently received the World Plant-Based Award
for "Best dairy alternative product" in New York at World Plant-Based Expo in late
2021. The holding company, Else Nutrition Holdings Inc., is a
publicly traded company listed on the Toronto Stock Exchange under
the trading symbol BABY and is quoted on the US OTC Markets QX
board under the trading symbol BABYF and on the Frankfurt Exchange
under the symbol 0YL. Else's Executives include leaders hailing
from leading infant nutrition companies. Many of Else advisory
board members had past executive roles in companies such as Mead
Johnson, Abbott Nutrition, Plum Organics, and leading infant
nutrition Societies, and some of them currently serve in different
roles in leading medical centers and academic institutes such as
Boston Children's Hospital, Pediatrics at Harvard Medical School, USA, Tel Aviv
University, Schneider Children's Medical Center of
Israel, Rambam Medical Center and
Technion, Israel and University
Hospital Brussels, Belgium.
For more information, visit: elsenutrition.com or @elsenutrition
on Facebook and Instagram.
Toronto Stock Exchange
Neither the Toronto Stock Exchange nor its regulation services
provider (as that term is defined in the policies of the Toronto
Stock Exchange) accept responsibility for the adequacy or accuracy
of this release.
Caution Regarding Forward-Looking Statement
This press release contains statements that may constitute
"forward-looking statements" within the meaning of applicable
securities legislation. Forward-looking statements are typically
identified by words such as "will" or similar expressions.
Forward-looking statements in this press release include statements
with respect to the anticipated dates for filing the Company's
disclosure documents. Such forward-looking statements reflect
current estimates, beliefs and assumptions, which are based on
management's perception of current conditions and expected future
developments, as well as other factors management believes are
appropriate in the circumstances. No assurance can be given that
the foregoing will prove to be correct. Forward-looking statements
made in this press release assume, among others, the expectation
that there will be no interruptions or supply chain failures as a
result of COVID 19 and that the manufacturing, broker and supply
logistic agreement with the Company do not terminate. Actual
results may differ from the estimates, beliefs and assumptions
expressed or implied in the forward-looking statements.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which reflect management's expectations
only as of the date of this press release. The Company disclaims
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
SOURCE Else Nutrition Holdings Inc.