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MONTREAL, June 14, 2021 /CNW/ - GURU Organic Energy Corp. (TSX: GURU) ("GURU" or the "Company") announced today that it has entered into an agreement with a syndicate of underwriters co-led by Stifel GMP and CIBC Capital Markets (together, the "Co-Lead Underwriters", and collectively with the syndicate of underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase from the Company 1,100,000 common shares of the Company (the "Treasury Shares"), and from Messrs. Joseph Zakher, Founder and Executive Chairman of the Company, Eric Graveline, Director of the Company, and Carl Goyette, President and Chief Executive Officer of the Company, or their respective holding companies (collectively the "Selling Shareholders"), an aggregate of 2,187,500 common shares of the Company (the "Secondary Shares", and collectively with the Treasury Shares, the "Offered Shares") for an aggregate of 3,287,500 Offered Shares at a price of $16.00 per Offered Share (the "Offering Price") for gross proceeds of approximately $17.6 million to the Company and $35.0 million to the Selling Shareholders (the "Offering"). Including the Private Placement described below, the Company will receive gross proceeds of approximately $50 million.
The Underwriters have also been granted an option (the "Over-Allotment Option"), exercisable in whole or in part and from time to time, at any time until 30 days after the closing of the Offering, to purchase from the Selling Shareholders up to 493,125 additional Secondary Shares at the Offering Price for additional gross proceeds of approximately $7.9 million to the Selling Shareholders. If the Over-Allotment Option is exercised by the Underwriters in full, aggregate gross proceeds of the Offering (including the Over-Allotment Option) will be approximately $60.5 million.
Concurrent with the Offering, the Company is executing a brokered private placement of approximately 2 million common shares, at the Offering Price, for aggregate gross proceeds of approximately $32 million, to a group of institutional investors (the "Private Placement").
The Offered Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada. The Company intends to use the net proceeds from the Offering and Private Placement primarily to fund brand supporting marketing initiatives in Canada and the United States. The Offering is expected to close on or about July 6, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
Following the closing of the Offering and Private Placement, the Selling Shareholders will hold approximately 16 million common shares, representing approximately 49.3% of the issued and outstanding shares of the Company (prior to the exercise of the Over-allotment Option).
Carl Goyette, President and CEO of GURU, commented: "We are encouraged by the investor support we have received for our growth strategy. Demand for our products remains robust as we seek to clean up the energy drink industry and expand our brand across Canada with the help of our new distribution partner."
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About GURU
GURU Organic Energy Corp. (TSX: GURU) is a dynamic, fast-growing beverage company launched in 1999, when it pioneered the world's first natural, plant-based energy drink. The Company markets organic energy drinks in Canada and the United States through a distribution network of more than 21,000 points of sale, and through guruenergy.com and Amazon. GURU has built an inspiring brand with a clean list of organic plant-based ingredients. Its drinks offer consumers good energy that never comes at the expense of their health. The Company is committed to achieving its mission of cleaning up the energy drink industry in Canada and the United States. For more information, go to www.guruenergy.com or follow us @guruenergydrink on Instagram and @guruenergy on Facebook.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of applicable Canadian securities legislation. Such forward-looking statements include, but are not limited to, information with respect to our objectives and the strategies for achieving those objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking statements are typically identified by the use of words such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", or "continue", although not all forward-looking statements contain these words. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments, and the reader is therefore cautioned that such information may not be appropriate for other purposes. Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. Those risks and uncertainties include the following: continued uncertainty in the financial markets; an economic downturn; adverse changes in general economic or political conditions; the COVID-19 pandemic; fluctuations in foreign currency exchange rates; increased competition; reliance on energy drinks as our sole source of revenues; changes in consumer preferences; the changing retail landscape; significant changes in government regulation; criticism of energy drink products and/or the energy drink market; reliance on co-packers to manufacture our products; our ability to maintain good relations with our existing customers; increases in costs and/or shortages of raw materials, ingredients, fuel and/or co-packing; failure to accurately estimate demand for our products; loss of intellectual property rights; our ability to retain senior management or to maintain brand image or product quality; climate change; our ability to achieve and manage growth; conflicts of interest; litigation; and catastrophic events. Certain assumptions were made in preparing the forward-looking statements concerning availability of capital resources, business performance, market conditions and consumer demand. Consequently, all of the forward-looking statements contained herein are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and we do not undertake to update or amend such forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
SOURCE GURU Organic Energy Corp.
For further information: GURU Organic Energy, Investors, Carl Goyette, President and CEO, Ingy Sarraf, Chief Financial Officer, 514-845-4878, [email protected]; Media, Lyla Radmanovich, PELICAN PR, 514-845-8763, [email protected]
