Holy Cow Announces Final Receipt for Prospectus and Conditional Approval from NEO Exchange

VANCOUVER, BC / ACCESSWIRE / December 24, 2021 / Holy Cow Foods Inc. (“Holy Cow” or the “Company“), a plant-based food company focused on the production and sale of products that are made of 50% plant-based, and 50% conventional meat ingredients, is pleased to announce that it has obtained a receipt from the British Columbia Securities Commission for its long-form final prospectus dated December 14, 2021 (the “Final Prospectus“).

The Final Prospectus qualifies the distribution (the “Offering“) of a minimum of 3,600,000 units (each, an “Offered Unit“) and a maximum of 5,000,000 Offered Units, at a price of $0.50 per Offered Unit for minimum gross proceeds of $1,800,000 and maximum gross proceeds of $2,500,000. Each Offered Unit will consist of one (1) common share of the Company (a “Common Share“) and one-half of one (1/2) Common Share purchase warrant (each whole warrant, an “Offered Warrant“). Each Offered Warrant will entitle the holder to acquire one (1) Common Share at an exercise price of $0.75 for a period of two (2) years after the closing of the Offering (the “Closing“).

Pursuant to the agency agreement dated December 14, 2021, Research Capital Corporation (the “Agent“) acts as agent in the Offering, on a commercially reasonable-efforts basis. On Closing, the Agent will receive a cash commission equal to 8% of the gross proceeds from the Offering and the number of compensation options (the “Agent’s Options“) equal to 8% of the number of Offered Units sold under the Offering. Each Agent’s Option will be exercisable unto one (1) Offered Unit at an exercise price of $0.50 for a period of two (2) years after the Closing.

The Company intends to use the net proceeds of the Offering as disclosed in the Final Prospectus for, among other things: increasing sales and expanding production of the Company’s products; developing the Company’s commissary kitchen business; general and administrative costs; covering expenses related to the Offerings; and general working capital.

The Final Prospectus also qualifies the distribution of (i) 4,089,000 Common Shares and 4,089,000 Common Share purchase warrants (each, a “First SW Warrant“) issuable upon the exercise of 4,089,000 special warrants of the Company, and (ii) 3,216,047 Common Shares and 3,216,047 Common Share purchase warrants (each, a “Second SW Warrant“) issuable upon the exercise of 3,216,047 special warrants of the Company. Each First SW Warrant will be exercisable into one Common Share at an exercise price of $0.30 for three (3) years from the date (the “Listing Date“) on which the Common Shares commence trading on the NEO Exchange (the “NEO“), while each Second SW Warrant will be exercisable into one (1) Common Share at an exercise price of $1.10 per share for a period of two (2) years from the Listing Date.

The Company is also pleased to announce that it has received conditional approval to list its Common Shares on the NEO. Completion of the NEO listing is subject to the Company fulfilling all of the NEO’s listing requirements, including the minimum distribution requirements. The Company anticipates the closing of the Offering and the completion of the listing on the NEO will occur in January 2022.

A further news release will be issued upon Closing and once the commencement date of trading of the Company’s Common Shares has been confirmed.

A copy of the Final Prospectus can be found on the Company’s SEDAR profile at www.sedar.com.

About Holy Cow

Holy Cow is a plant-based foods company currently focused on the production and sale of products that are made of 50% plant-based and 50% conventional beef ingredients. The Company is focused on the “transitional” segment of the plant-based foods market, enabling consumers to satisfy their health, animal welfare and environmental sustainability goals without giving up meat altogether or while potentially transitioning to a fully plant-based diet. The Company currently sells three core products branded under the slogan “Holy Cow! This Ain’t All Meat?”: (i) a 50/50 crumble, a ground beef alternative; (ii) a 50/50 patty, a beef hamburger alternative; and (iii) a 50/50 meatball, a beef meatball alternative.

Cautionary Note on Forward Looking Information

This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements in this press release include statements relating to the timing and completion of the Offering, the use of proceeds of the Offering, the timing and completion of the exercise of the special warrants, and completion of the listing on the NEO. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including, without limitation, failure to satisfy the conditions precedent to the closing of the Offering and failure to receive final approval of the listing on the NEO and other risk factors described in the Final Prospectus. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Neo Exchange has not reviewed or approved this press release for the adequacy or accuracy of its contents. The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended , or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption there from. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Holy Cow in any jurisdiction

For further information:

For investor inquiries or further information, please contact:
Paul Rivas, Chief Executive Officer
1 (778) 869 5834
privas@originalholycow.com

SOURCE: Holy Cow Foods Inc.

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