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General Assembly Announces Major Retail Expansion in Western Canada

Fast-growing CPG brand’s premium frozen pizzas now available in 50+ grocery doors in Alberta and B.C.

TORONTO–(BUSINESS WIRE)–General Assembly Holdings Limited (the “Company” or “GA Pizza”) (TSXV: GA), an innovative, premium consumer packaged goods (“CPG”) brand dedicated to making delicious pizzas available to everyone, everywhere, announces further expansion of its retail channel with the introduction of its premium frozen pizzas to eight retail chains in B.C. and Alberta. As a result, GA Pizza products are now available in over 200 grocery stores in Ontario, B.C. and Alberta—an increase of over 60% versus the third quarter of 2021 and more than halfway to the Company’s 2022 target of 400 total doors by year end. This expansion also marks GA Pizza’s debut in the Alberta market.

GA Pizza’s par-baked, naturally leavened frozen pizzas are now available in 53 midsized local Western Canadian retailers, concentrated in the greater Vancouver and Calgary areas. A full list of retailers can be found on the Company’s website.

This latest expansion is the result of GA Pizza’s ongoing push to meet demand in retail grocery channels, including new listings at some of Canada’s largest grocery banners. It is facilitated by the Company’s partnership with retail broker Propel Natural Brands and supported by a distribution agreement with UNFI Canada.

We introduced our pizzas in Vancouver and the Lower Mainland through our DTC channel late last year, and the overwhelming consumer response in that market validated our go-to-market strategy, giving us the confidence to continue building our footprint,” said Ali Khan Lalani, Founder and CEO of GA Pizza. “Customers said they loved our pizzas and wanted to buy them at their grocery stores. This early demand helped us to add over 50 new retail doors in Western Canada in less than 45 days, and we expect further demand to drive growth in these dynamic markets, especially as we leverage partnerships with national and local grocers.”

GA Pizza is driving consumer awareness and engagement in these new markets through targeted marketing efforts and media innovation.

With every new retail door GA Pizza adds, we’re further validating the value of this high-potential channel,” said Mr. Lalani. “We now have a clear model for grocery success, one we plan to replicate in the quarters ahead.”

Secures Strategic Financing Arrangement

The Company also announces today that it entered into a strategic financing arrangement with 22K Capital Corp. (the “Creditor”) on March 17, 2022 (the “Effective Date”), whereby the Creditor will advance to the Company a principal sum of $1,750,000 (the “Loan”).

GA Pizza will use the Loan for working capital, general corporate purposes, and to support the Company’s aggressive expansion into Western Canada through retail and other channels.

Repayment of principal under the Loan (“Principal”) will be made to the Creditor in sixteen (16) installments commencing on September 6, 2022 and thereafter on a quarterly basis (each, a “Repayment Date”), with the final Repayment Date being June 6, 2026 (the “Final Repayment Date”). The amount repayable on each Repayment Date will be calculated based on the Company’s quarterly pizza sales for the fiscal quarter immediately preceding the Repayment Date at a rate of $0.40 per pizza unit sold (each, a “Repayment Amount”).

If Principal has been repaid in full prior to the Final Repayment Date, the Company will, as a loan fee, continue to make payments to the Creditor of each Repayment Amount (the “Loan Fee”). If the full Principal, plus a Loan Fee in the amount of $1,800,000, (collectively, the “Base Loan Obligations”) has not been paid by the Company to the Creditor on or prior to the Final Repayment Date, the Company will make payment to the Creditor of an amount equal to Base Loan Obligations, less the aggregate Repayment Amounts and Loan Fee already paid to the Creditor up to and including the Final Repayment Date.

The Loan may be subject to review and, if deemed applicable, acceptance by the TSX Venture Exchange (the “TSXV”).

Amendment to Capital Markets Advisory Agreement

Further to the Company’s press release on December 21, 2021 regarding its engagement of Sophic Capital Inc. (“Sophic”) to provide capital markets advisory services, the Company has entered into an amendment to its existing Capital Markets Advisory Agreement with Sophic (the “Amendment”). On June 21, 2022 (the “Renewal Date”), pursuant to the Amendment, Sophic shall be entitled to receive additional stock options (the “Renewal Options”) resulting in a total number of stock options issued to Sophic that is equal to 1% of the Company’s issued and outstanding Class A common shares (“Common Shares”) as of the Renewal Date. In the event the number of Renewal Options to be issued exceeds the maximum number of stock options available for issuance under the Company’s stock option plan (the “Plan”) as of the Renewal Date, the Company shall issue such number of Renewal Options as is available for issuance on the Renewal Date and issue the balance of Renewal Options in one or more tranches following the Renewal Date as and when additional stock options become available for issuance under the Plan.

Each Renewal Option will be exercisable to acquire one Common Share at an exercise price that is the greater of (i) the closing price per Common Share on the TSXV for the day immediately preceding the Renewal Date, and (ii) the lowest price permitted by the TSXV. The Renewal Options will vest and become exercisable as to 25% on a quarterly basis commencing on the three-month anniversary of the date of issuance and will continue to be exercisable until the date that is 12 months following the date Sophic ceases to be an eligible participant under the Plan or the date that is 10 years following the issuance of the Renewal Options, whichever is earlier. Issuance of the Renewal Options is subject to review and approval by the TSXV.

As of the date hereof, Sophic holds, directly or indirectly, (i) 85,600 Common Shares, (ii) warrants to purchase up to 31,250 Common Shares at an exercise price of $0.72, which are exercisable until June 3, 2023, (iii) warrants to purchase up to 11,550 Common Shares at an exercise price of $2.60, which are exercisable at any time prior to June 3, 2023, and (iv) options to purchase up to 100,000 Common Shares at an exercise price of $0.69, which will expire on December 20, 2031.

About GA Pizza

GA Pizza began its life as a fast-casual pizza restaurant in the heart of Toronto. Four years later, we also offer a freezer-to-table consumer packaged goods line and a revolutionary direct-to-consumer eCommerce experience—not to mention a pizza box with more than one pizza in it. Our ambition? Make delicious pizzas available to everyone, everywhere. We’re always working to take pizza to new heights—from showing the world that better pizza is possible, to finding new spaces and places to deliver unrivaled pizza experiences. Find us in your freezer or visit gapizza.com for more information.

Visit invest.gapizza.com or gapizza.com for more information.

Cautionary Notice

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This press release contains statements which constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs, and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding the success and increased demand for the Company’s products in retail grocery channels, the Company’s growth in other dynamic markets, the Company’s ability to leverage partnerships with national and local grocers and the Company’s ability to replicate a model for success in the grocery channel in future quarters.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance, or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the following: there being no market for the securities of the Company; the Company’s limited operating history; global economic risk; COVID-19’s impact on the Company; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; changes in food and supply costs could adversely affect profitability and ultimately our results of operations; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline; changes in nutrition and food regulation; failure to establish our master production facility; failure to expand production capacity; disruption at our facilities; government regulation of the food industry creating risks and challenges; risk associated with food safety and consumer health; changes in internet and social media search algorithms; risks associated with leasing commercial and retail space; third party reliance for shipping and payment processing; environmental laws; we may not persuade customers of the benefits of paying our prices for higher-quality food; our marketing and advertising strategies may not be successful, which could adversely impact our business; requirements for further financing; the Company may prioritize customer growth and engagement and the customer experience over short-term financial results. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated, or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Contacts

Media: Tat Read, Communications Director, GA Pizza

tat@gapizza.com

Investor Relations: Eric Balshin, Sophic Capital

invest@gapizza.com
(647) 559-7557

Ali Khan Lalani, Chief Executive Officer & Founder

(416) 583-5571

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