VANCOUVER, BC, Feb. 21,
2025 /CNW/ - ELSE NUTRITION HOLDINGS INC. (TSX:
BABY) (OTCQX: BABYF) (FSE: 0YL) (the "Company") announces that
further to its news release dated January
23, 2025, it has closed a third tranche of a private
placement pursuant to an amended and restated convertible security
funding agreement (the "Funding Agreement") with Lind Global
Fund II, LP, an entity managed by The Lind Partners, LLC, a
New York-based institutional fund
manager, for proceeds of US$300,000.
Pursuant to the closing, the Company issued a convertible
security (the "Third Convertible Security") with a two-year
term and a face value of US$375,000,
and 62,165,217 common share purchase warrants exercisable into
common shares in the capital of the Company ("Shares") for a
period of 48 months from the date of issuance at an exercise price
of C$0.0201 per Share. Pursuant
to the Funding Agreement, the face value of the Third Convertible
Security may be increased by an additional US$375,000 for further proceeds of US$300,000 on or before April 1, 2025.
The Third Convertible Security has a 24-month maturity date and
will be convertible into Shares after completion of a 120 day
lock-up period. Lind will be able to convert
1/20th of the face value each month at a conversion
price equal to the greater of (i) 80% of the five-day volume
weighted average price of the Shares immediately prior to each
conversion and (ii) the five-day volume weighted average price of
the Shares less the maximum allowable discount pursuant to section
607(e) of the TSX Company Manual, applicable at the time of
conversion, subject to a right to increase conversions in certain
circumstances. The outstanding face value of the Second Convertible
Security, after 180 days, may be repaid in cash at the discretion
of the Company, with a 5% premium (the "Buy-Back
Right"). Should the Company exercise its Buy-Back Right,
Lind would have the option to convert up to 33.3% of the face value
of the Second Convertible Security into Shares.
Under the terms of the Funding Agreement, the Company has the
right to draw a further $300,000 on
or before July 1, 2024 in exchange
for the issuance of an additional convertible security with a face
value of US$375,000 (the "Fourth
Convertible Security") with substantially the same terms as the
Third Convertible Security, which Fourth Convertible Security, if
issued, may be increased by US$375,000 for further proceeds of US$300,000 on or before October 1, 2025. No warrants would be issued in
connection with the Fourth Convertible Security.
The proceeds from the issuance of the Third Convertible Security
and the Fourth Convertible Security, if issued, will be applied to
general working capital.
The Company has obtained approval of Toronto Stock Exchange
("TSX") for the transactions described above. Shares
issued pursuant to any conversions would be issued under TSX
private placement rules and would not be freely tradable for four
months and one day following closing and would be subject to
restrictions under applicable Canadian and United States securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of the
securities offered in any jurisdiction in which such offer,
solicitation, or sale would be unlawful. The securities offered
have not been registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act"), or applicable
state securities laws, and may not be offered or sold to, or for
the account or benefit of, persons in the
United States or U.S. persons (as both such terms are
defined in Regulation S promulgated under the U.S. Securities Act)
absent registration or an applicable exemption from such
registration requirements.
About Else Nutrition Holdings Inc.
Else Nutrition Holdings Inc. is a food and nutrition company in
the international expansion stage 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
formulas. Since launching its Plant-Based Complete Nutrition for
Toddlers, made of whole foods, almonds, buckwheat, and tapioca, the
brand has received thousands of powerful testimonials and reviews
from parents, gained national retailer support, and achieved rapid
sales growth.
Awards and Recognition:
- "2017 Best Health and Diet Solutions" award at Milan's Global Food Innovation Summit
- #1 Best Seller on Amazon in the Fall of 2020 in the New Baby
& Toddler Formula Category
- "Best Dairy Alternative" Award 2021 at World Plant-Based
Expo
- Nexty Award Finalist at Expo West 2022 in the Plant-Based
lifestyle category
- During September 2022, Else Super
Cereal reached the #1 Best Seller in Baby Cereal across all brands
on Amazon
For more information, visit www.elsenutrition.com or
@elsenutrition on Facebook and Instagram.
About The Lind Partners
The Lind Partners manages institutional funds that invest in
small-cap and mid-cap companies publicly traded in the US,
Canada, Australia and the UK. Lind's multi-strategy
funds make direct investments up to US$30
million, invest in syndicated equity placements and
selectively buy on market. Having completed more than 200 direct
investments, totaling over US$2
billion in transaction value, Lind's funds have been
flexible and supportive capital partners to investee companies
since 2011.
Caution Regarding Forward-Looking Statements
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 but are
not limited to, statements with respect to the use of funds in
respect of the Third Convertible Security. These forward-looking
statements are made as of the date of this press release. 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.
Although the Company believes the forward-looking statements in
this press release are reasonable, it can give no assurance that
the expectations and assumptions in such statements will prove to
be correct. The Company cautions investors that any forward-looking
statements by the Company are not guarantees of future results or
performance, and are subject to risks, uncertainties, assumptions
and other factors which could cause events or outcomes to differ
materially from those expressed or implied by such forward-looking
statements. Such factors and assumptions include, among others,
variations in market conditions; currency exchange rates; the
Company's ability to obtain any necessary permits, consents or
authorizations required for its activities; the Company's ability
to access further funding, to continue its projected growth, or to
be fully able to implement its business strategies. In addition,
there are known and unknown risk factors which could cause our
actual results, performance or achievements to differ materially
from any future results, performance or achievements expressed or
implied by the forward-looking statements. 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.
