/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, BC, Oct. 13, 2021 /CNW/ - Else Nutrition
Holdings Inc. (TSXV: BABY) (the "Company",
("The Company" or "Else"), a leading
producer of plant-based baby, toddler and children's food products,
is pleased to announce that it has commenced a marketed public
offering (the "Offering") of units (the "Units") of
the Company.
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. and Canaccord Genuity Corp. as co-lead underwriters and
co-bookrunners. The Units will be sold at a price of $2.15 per Unit. The total size of the Offering
will be determined in the context of the market, with other terms
to be set out in an underwriting agreement for the offering. Each
Unit will be comprised of one common share in the capital of the
Company (a "Common Share") and one-half of one Common Share
purchase warrant (each whole 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 of $2.70.
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 of the Offering, to
purchase, or to find substituted purchasers for, up to an
additional number of 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. 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
establish a manufacturing facility, acquire inventory, fund
research and development including clinical studies, fund sales and
marketing and for general corporate purposes.
The offering is scheduled to close on or about October 21, 2021 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals including the approval of the TSX Venture
Exchange.
In connection with the Offering, the Company has 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 the Global Food Innovation Summit in Milan. 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 holding company, Else
Nutrition Holdings Inc., is a publicly traded company, listed as
TSX Venture 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
includes 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.
TSX Venture Exchange
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.
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
financial 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.