GFI announces creation of new subsidiary

Big Sky will be fully dedicated to serving the North American pet food industry.

Global Food and Ingredients announces that it has created a new subsidiary named Big Sky as part of the previously announced planned minority investment in its pet food ingredients division with 35 Oak Holdings. GFI will be transferring all of its pet food ingredients assets and business into Big Sky, which will be fully dedicated to serving the North American pet food industry with existing products as well as new growth planned through product expansion and new investments.  As GFI completes the formation of the new dedicated pet food operations under the Big Sky brand, 35 Oak has advanced a $3.0 million deposit for the pending investment. GFI may immediately use such advance in funding its day-to-day operations. GFI is working to complete the Pet Food Transaction reorganization in September 2023, subject to completion of definitive agreements, satisfaction of customary closing conditions, and receipt of regulatory approvals, including the approval of the TSXV. 

35 Oak's participation in the pet food fransaction constitutes a "related party transaction" of GFI, within the meaning of Multilateral Instrument 61-101–Protections of Minority Security Holders in Special Transactions as 35 Oak is a shareholder of the company. The company determined that the pet food transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemptions set forth in sections 5.5(e) and 5.7(1)(c) of MI 61-101, respectively, as the Pet Food Transaction is supported by a control person of the Company in the circumstances described in section 5.5(e) of MI 61-101.

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