GreenSpace Brands Announces Acquisition of US Based Galaxy Nutritional Foods, Owners of the Go Veggie Brand

GreenSpace Brands Inc. (“GreenSpace”) (TSXV: JTR) is pleased to announce today that it has signed a share purchase agreement dated December 20, 2017 to acquire (the “Acquisition”) all of the outstanding shares of Galaxy Nutritional Foods Inc. (“Go Veggie”), which owns the Go Veggie? brand. Go Veggie is one of the leading cheese alternative brands in the United States with distribution in over 12,000 locations through most major US grocery retailers and natural food chains, along with a growing food service business. The plant based dairy alternative market is one of the fastest growing subsets of the natural food market, but has very few established players. Go Veggie has established itself as one of the preeminent brands in the space with some of the best tasting and award winning products.

Greenspace will be holding a conference call to discuss the details of the transaction on December 21st, 2017 at 9:00 EST. The call will be hosted by Matthew von Teichman, President and Chief Executive Officer. Following management’s presentation, there will be a question and answer session for analysts and investors. To participate in the teleconference, dial (647) 427-7450 or 1 (888) 231-8191 (Toll-free). Callers are advised to call five minutes in advance of the call.

A taped rebroadcast will be available beginning at 11:20 am (EST) December 21st, 2017 until 11:59 pm (EST) on December 28th, 2017. To access the rebroadcast, please dial (416) 849-0833 or 1 (855) 859- 2056 and use the passcode 1289656 followed by the number sign.

Overview of the Acquisition

GreenSpace has agreed to purchase Go Veggie for a total consideration of $17.8 million USD, comprised of $4.5 million USD in cash, $7.62 million USD (approximately $9.81million CAD) in GreenSpace common shares (the “Share Consideration”), and a two year vendor take back loan of $5.72 million USD, carrying an 8.5% coupon. Greenspace will issue 7.16 million Common shares at $1.37 per share as part of the transaction, a 14.2% premium to the closing market price on December 19th, 2017.

GreenSpace will be purchasing Go Veggie from Mill Road Capital, a Greenwich, Connecticut based private investment firm focused on investing in and partnering with publicly traded micro-cap companies. Mill Road will become the largest shareholder of GreenSpace as a result of this transaction. Mill Road Capital has a long history of successfully investing in emerging consumer brands throughout Canada and the United States, and this expertise will help support the GreenSpace team as they navigate the US natural food market and US capital markets.

The Share Consideration will be subject to lock-up and escrow pursuant to which approximately 45% of the Share Consideration shall be locked up for 12 months from the closing date, 5% of the Share Consideration shall be in escrow for 13 months from the closing date and the remaining 50% shall be locked-up for 18 months from the closing date, subject to certain exemptions.

Select highlights of the Acquisition include the following:

Go Veggie adds a profitable pre-existing US platform that will enable GreenSpace to launch its most innovative and unique brands into the US;

The acquisition is expected to add significant gross margin dollars to GreenSpace and improve the overall gross margin profile, as well as add incremental adjusted EBITDA in the short term, with more significant growth in adjusted EBITDA over the long term. Go Veggie recorded revenues of $16.3 million USD for their fiscal year ended March, 31, 2017, with strong gross profit margins of approximately 40%.1
Go Veggie has one of the leading brands in what GreenSpace believes to be one of the fastest growing segments of the natural food industry, plant based dairy alternatives. Galaxy has broad based distribution across the United States and an existing high functioning team; and

GreenSpace believes that by supporting updates and amplifying the brand image of Go Veggie, it will be able to further develop its leadership position in the plant based dairy alternatives vertical in North America;

“We couldn’t be more excited to add Go Veggie to the GSB family of brands. With the acquisition of Go Veggie, we enter our most sought after vertical, plant based dairy alternatives. The addition of Go Veggie adds a profitable pre-existing US platform that will enable us to launch our most innovative and unique brands into the US under the expert leadership of one of the most respected people in the US natural food industry, Rick Antonelli, CEO of Go Veggie” comments Matthew von Teichman, CEO of Greenspace, “This is truly a transformative acquisition for us. We will continue to develop their Canadian sales strategy through the leveraging of our current platform and strategically initiate our US development by leveraging their platform. It’s a win-win and the ideal way for us to get going in the US market”

Rick Antonelli, CEO of Galaxy comments, “We’ve been watching GreenSpace for years and have admired the stable of brands they’ve been able to put together in such a short time. We feel that Go Veggie is a perfect addition to that roster of strong brands and with the potential synergies of our team selling their products, and their team selling our products, there’s a significant long term upside for both. I can’t wait to start presenting GreenSpace’s unique and innovative products to the US market and Go Veggie’s existing retail partners.”

The Acquisition is scheduled to close in January 2018, subject to satisfaction of customary closing conditions and approval of the TSX Venture Exchange. Financo, Inc. has acted as the exclusive advisor to Galaxy and Mill Road.

About GreenSpace

GreenSpace is a Canadian-based brand ideation team that develops, markets and sells premium natural food products to consumers across Canada. Greenspace owns and operates the following brands: Love Child Organics., one of the fastest growing brands in Canada and a producer of 100% organic food for infants and toddlers made with the pure, natural and most nutritionally-rich ingredients; Central Roast, a clean snacking brand that has been one of the leading natural food brands in Canada; Rolling Meadow Dairy, Canada’s leading grass fed dairy product line, delivering premium fluid and cultured products across Canada; Life Choices which features premium convenience meat products made with grass fed and pasture raised meats without the use of added hormones and antibiotics; Kiju, the Canadian market leader in the shelf stable organic juice segment; Cedar , the Canadian leader in cold pressed and gut health fresh juices. All brands are wholly owned and retail in a variety of natural and mass retail grocery locations across Canada.

GreenSpace’s filings are also available at www.SEDAR.com

About GO VEGGIE?

Over 40 years ago Galaxy Nutritional Foods Inc. created the cheese alternative category for health-conscious consumers and is proud to remain America’s leading provider of great tasting cheese-free products. Today, under Galaxy’s new brand GO VEGGIE, the company continues to innovate and offer consumers more healthy cheese-free choices. Across its product portfolio – Vegan, Lactose Free, and Lactose & Soy Free – GO VEGGIE offers 55 products across the United States in a wide variety of formats.

For product information, recipes, and more, visit www.goveggiefoods.com. Follow GO VEGGIE on Facebook, Twitter, Instagram, and Pinterest.

About Mill Road Capital

Mill Road Capital is a private investment firm focused on investing in and partnering with publicly traded micro-cap companies in the U.S. and Canada. The firm has flexible, long-term capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. The firm has raised approximately $670 million of aggregate equity capital commitments and has offices in Greenwich, CT and the San Francisco Bay Area. Mill Road’s investments in Canada include Ten Peaks Coffee Company, a British Colombia based premium green coffee decaffeinator, PRT Growing Services Ltd., the British Columbia based leader in container grown tree seedlings for replanting forests, and Cossette, the largest full service advertising agency in Canada.

More information can be found at http://www.millroadcapital.com.

Forward Looking Information

Certain statements in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements concerning (i) the Acquisition; (ii) the completion of the Acquisition; (iii) anticipated approvals; (iv) the time to the closings; and (v) results of the completion of the Acquisition. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that: (1) the information provided to GreenSpace by Galaxy turns out to be misleading, untrue or incomplete; (2) the Acquisition may not be completed for any reason whatsoever, including that regulators may not approve the Acquisition; (3) the closings may not occur as scheduled or at all; and (4) GreenSpace may not achieve the results currently anticipated. Although GreenSpace believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because GreenSpace can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of required regulatory approvals. Details of the risk factors relating to GreenSpace and its business are discussed under the heading “Risk Factors” in the preliminary short form prospectus filed on the date hereof and “Risks and Uncertainties Related to the Business” in GreenSpace’ annual information form dated July 18, 2017, a copy of which is available on GreenSpace’ SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by GreenSpace and described in the forward looking information. The forward-looking information contained in this press release is made as of the date hereof and GreenSpace undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward looking information contained in this press release is expressly qualified by this cautionary statement.

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.

This press release does not constitute or form a part of any offer or solicitation to buy or sell any securities in the United States or any other jurisdiction.

Best places to eat in Palm Springs

Not unlike Palm Springs’ small hotels themselves, the Bistros of Palm Springs are also typically small, independently owned and operated businesses – cafes, bistros and restaurants – and are every bit as friendly and distinctive, and every bit as much offering something for everyone!

And the Owners and Managers of Small Hotels of Palm Springs member properties (aka SHoPS) probably know better than just about anyone which ones are consistently the Best Bets!

Featured BISTROS of Palm Springs
Distinctive Chef/Owner Operated Restaurants

Zin American Bistro (American Fusion) L D Beer & Wine
198 S. Palm Canyon Dr., 760 322 6300

Zini Cafe Med (Spanish Mediterranean) L D Bar
140 S. Palm Canyon Dr., 760 325 9464

Europa at the Villa Royale Inn (Continental) D Bar
1620 S. Indian Trail, 760 327 2314

Copley’s (American Fusion) D Bar
621 N. Palm Canyon Dr., 760 327 9555

Al dente Trattoria Toscana (Italian) L D Bar
491 N. Palm Canyon Dr., 760 325 1160

Pomme Frite (French-Belgian) D Bar
256 S. Palm Canyon Dr., 760 778 3727

Zini Café Med (Italian-Mediterranean) L D Bar
140 S. Palm Canyon Dr., 760 325 9464

Best Bets for BREAKFAST
Classic Ways to Start Your Day

Peabody’s Cafe (American) B L Bar
134 S. Palm Canyon Dr., 760 322 1877

Cheeky’s B L Beer & Wine
622 N Palm Canyon Dr., 760 327 7595

Bit of Country (Greasy Spoon) B L
418 S. Indian Canyon Dr., 760 325 5145

Elmer’s (Pancake House) B L D Beer & Wine
1030 E. Palm Canyon Dr., 760 327 8419

Pinocchio Cafe (Euro-American) B L / D in season
134 E. Tahquitz Canyon Way, 760 322 3776

Rick’s (American) B L
1973 N. Palm Canyon Dr., 760 416 0090

Best Bets for LUNCH
Most Serving Breakfast and/or Dinner Too

El Mirasol (Mexican) L D Bar
140 E. Palm Canyon Dr., 760 323 0721

Grill-A-Burger (Hamburgers) L D Bar
166 N. Palm Canyon Dr., 760 327 8175

Hamburger Mary’s (Hamburgers) L D Bar
415 N. Palm Canyon Dr., 760 778 6279

John’s (American) B L D
900 N. Palm Canyon Dr., 760 327 8522

Kaiser Grille (Pacific Rim Fusion) L D Bar
205 S. Palm Canyon Dr., 760 323 1003

Look (American) L D Bar
139 E. Andreas Rd., 760 778 3520

Manhattan in the Desert (Delicatessen) L D Beer & Wine
2665 E. Palm Canyon Dr., 760 322 3354

Maracas (Mexican) L D Bar
155 S. Palm Canyon Dr., 760 322 9654

Native Foods (Vegan-Vegetarian) L D
1775 E. Palm Canyon Dr., 760 416 0070

Ruby’s Diner (American) B L D Beer & Wine
155 S. Palm Canyon Dr., 760 416 0138

Sherman’s (Delicatessen) L D
401 E. Tahquitz Canyon Way, 760 325 1199

Thai Smile (Thai Cuisine) L D Beer & Wine
651 N. Palm Canyon Dr., 760 320 5503

Tyler’s (Burgers) L
149 S. Indian Canyon Dr., 760 325 2990

Village Pub (International) L D Bar
266 S. Palm Canyon Dr., 760 323 3265

Best Bets for DINNER
Distinctive Little Cafes, Bistros & Fine Restaurants
Many Serving Breakfast and/or Lunch Too

Al dente Trattoria Toscana (Italian) L D Bar
491 N. Palm Canyon Dr., 760 325 1160

Azul (Tapas) L D Bar
369 N. Palm Canyon Dr., 760 325 5533

Blue Coyote Grill (Mexican & Southwest) L D Bar
445 N. Palm Canyon Dr., 760 327 1196

Chop House (Prime Chops Steaks Seafood) D Bar
262 S. Palm Canyon Dr., 760 320 4500

Citron at Viceroy Palm Springs (American Fusion) B L D Bar
415 S. Belardo Rd., 760 320 417

Copley’s on Palm Canyon (American Fusion) D Bar
621 N. Palm Canyon Dr., 760 327 9555

Davey’s Hideaway (American) D Bar
292 E. Palm Canyon Dr., 760 320 4480

Delhi Palace (Cuisine of Indian) L D Beer & Wine
1422 N. Palm Canyon Dr., 760 325 3411

Europa at the Villa Royale Inn (Continental) D Bar
1620 S. Indian Trail, 760 327 2314

The Falls (Prime Steakhouse & Martini Bar) D Bar
155 S. Palm Canyon Dr., 760 416 8664

Fisherman’s Market & Grill
& Shanghai Reds (Seafood & Oyster Bar) L D Bar
235 S. Indian Canyon Dr., 760 327 1766

Great Wall (Chinese) L D Bar
362 S. Palm Canyon Dr., 760 322 2209

Johannes (Cosmopolitan Cuisine) D Bar
196 S. Palm Canyon Dr., 760 778 0017

Johnny Costa’s (Italian) D Bar
440 S. Palm Canyon Dr., 760 325 4556

Kalura Trattoria Italiana (Italian) L D Bar
124 S. Palm Canyon Dr., 760 323 4748

Kiyosaku Sushi (Japanese) D Beer & Wine
1555 S. Palm Canyon Dr., 760 327 6601

Las Casuelas Terraza (Mexican) L D Bar
222 S. Palm Canyon Dr., 760 325 2794

Le Vallauris (French) L D Bar
385 W. Tahquitz Canyon Way, 760 325 5059

Matchbox (Vintage Pizza Bistro) D Bar
155 S. Palm Canyon Dr., 760 779 6000

Pomme Frite (French-Belgian) D Bar
256 S. Palm Canyon Dr., 760 778 3727

Purple Palm at Colony Palms Hotel (Mediterranean Inspired Cuisine using classic French techniques) B L D Bar
572 N Indian Canyon Dr., 760 969 1800

Roscoe Grill (Steak & Seafood) D Bar
701 W. Baristo Rd., 760 327 3446

Spencer’s at the Mountain (American) B L D Bar
701 W. Baristo Rd., 760 327 3446

TRIO (Modern Italian) D Bar
707 N. Palm Canyon Dr., 760 864 8746

Wang’s in the Desert (Asian Fusion) D Bar
424 S. Indian Canyon Dr., 760 325 9264

Wasabi Sushi (Japanese) L D Beer & Wine
333 S. Indian Canyon Dr., 760 416 7788

Zin American Bistro (American Fusion) D Beer & Wine
198 S. Palm Canyon Dr., 760 322 6300

Zini Café Med (Italian-Mediterranean) L D Bar
140 S. Palm Canyon Dr., 760 325 9464