VANCOUVER, BC, Feb. 17, 2021 /CNW/ - Pontus Protein Ltd. ("Pontus" or the "Company") (TSXV: HULK) (FSE: 8YC) is pleased to announce that it has entered into a definitive agreement dated February 16, 2021 (the "Definitive Agreement") to acquire all of the issued and outstanding shares of Ephemere Catering & Consulting Inc. ("Ephémère").
Ephémère currently provides catering and product consultation services to its customers and through its Ephémère Supper Club, operates private dining experiences. With this strategic acquisition, Pontus will strengthen its product development and food education program to create value-added functional foods and develop the Company's top line growth by expanding its customer base and creating a deeper market need for Pontus Protein.
Following the completion of the acquisition, Ephémère's Culinary Director, Shahni Arshad, will assume the role of Pontus' Culinary Director and Head Chef and be responsible for development of recipes and products incorporating Pontus Protein. Furthermore, Pontus is pleased to announce that Ephémère's Consultant, Gianni Picchi, will provide ongoing consultancy services for Pontus. Mr. Picchi is a world-renowned restaurateur and formerly head chef at Winston's in Toronto, the iconic Banff Springs Hotel, Chateau Victoria and most recently, Il Giardino in Vancouver. Through Ephémère, Mr. Arshad has built a reputation for creating innovative dishes for clients and will, subject to the completion of the acquisition, be the primary point of contact for companies in the food and beverage industry looking to enrich their products with Pontus Protein and other products that Mr. Arshad and Mr. Picchi will create.
Furthermore, Mr. Arshad and Mr. Picchi will continue build out Ephémère's meal kit delivery service, which will primarily include the incorporation of Pontus' current and future products in various formulations. Pontus anticipates the meal kit delivery system will be a significant revenue driver for the Company, as this sector has experienced significant growth over the last year, particularly in light of the decline in people attending restaurants and instead choosing to eat at home. Mr. Arshad's experience running commissaries will be well suited to his new role with the Company and the Company's growth.
Ephémère brings with it a dedicated following of food lovers looking for innovative dishes and the acquisition will enable the Company to immediately reach Mr. Arshad's existing audience while continuing to grow Ephémère's following through social media outlets, TV, and live appearances.
Connor Yuen, CEO of Pontus, stated, "I am delighted with this acquisition and that Shahni and his team have agreed to join Pontus. Shahni has developed incredible recipes and products that we are excited to integrate into our business, including frozen smoothies and pasta. Gianni's experience running some of the best restaurants in the country will ensure we have quality as well as nutritious products. Focusing on Pontus Protein, we hope Shahni and Gianni will accelerate our product development to deliver unique value added and delicious functional foods with their creativity and culinary skills. We are fortunate to have two great ambassadors, and will focus each to the right audiences, to build depth in the markets as we promote the use of Pontus Protein in homes, recipes, meal kits and cooking classes, at catered events, online and on TV."
Gianni Picchi, global master chef, restauranteur and now consultant to Pontus added, "I am thrilled and honoured to be a part of Pontus, the new leader of plant based protein food for the future, there I can put to work my lifetime of knowledge, creativeness and expertise developing new products towards a sustainable energy saving future for generations to come! - "We are what we eat""
Transaction Details
Pursuant to the terms of the Definitive Agreement, Pontus will acquire all of the issued and outstanding shares in the capital of Ephémère (the "Purchased Shares") from the arm's length shareholders of Ephémère (the "Vendors") in exchange for the issuance of an aggregate 4,000,000 common shares of Pontus (the "Payment Shares"). The number of Payment Shares that each of the Vendors shall receive upon closing of the acquisition will be in proportion to the number of Purchased Shares such Vendor owns against the aggregate number of Purchased Shares. Closing of the proposed acquisition is subject to customary conditions, including the receipt of all necessary approvals and consents and TSX Venture Exchange approval. No finder's fees are payable in connection with the acquisition.
About Pontus Protein Ltd.
Pontus Protein Ltd. is a Vancouver, B.C. based company that grows water lentil protein for commercial use. Pontus is reinventing agriculture with their proprietary Closed Environment Vertical Aquaponic System (CEVAS™) – the farming of the future. Pontus specializes in the indoor vertical farming of water lentils that use 95 percent less water than traditional agriculture and no pesticides or chemicals. Pontus is committed to solving the global food crisis by providing access to sustainable indoor biosecure pure plant based proteins. Pontus' water lentils can be harvested every 24 hours, exceed organic certification, and can be grown in any climate in a relatively small area. Our water lentil protein is filled with antioxidants, minerals, vitamins and all the amino acids, making a complete protein food source. Pontus aims to revolutionize the plant-based sector as the entire sector is currently based on two main protein sources: soy and pea. Lentil protein is far superior to pea and soy protein. It contains over 40% protein vs. 5-36% protein*, and Pontus aims at being the base protein for plant based food products, which will lead this movement that has begun in the world transitioning from meat based protein to plant based protein.
*https://food-nutrition.canada.ca/cnf-fce/report-rapport.do
On behalf of the Board of Directors
"Connor Yuen"
Connor Yuen, CEO
Pontus Protein Ltd.
Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, completion of the transaction with Ephémère and the TSXV's approval of the agreement respecting same. Such 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 risks related to factors beyond the control of the Company. The risks include, but are not limited to, the following: the unknown magnitude and duration of the effects of the COVID-19 pandemic, the inability of Pontus to receive TSXV approval for the Agreement, the inability of Pontus to negotiate a consulting agreement with Mr. Arshad as well as other general business, economic, or market related risks beyond the director control of the Company. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
Neither the 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.
SOURCE Pontus Protein Ltd.
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