GreenSpace Brands Acquires Galaxy Nutritional Foods

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

GreenSpace Brands Inc.signed a share purchase agreement dated December 20, 2017 to acquire all of the outstanding shares of Galaxy Nutritional Foods Inc., 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.

Overview of the Acquisition

GreenSpace has agreed to purchase Go Veggie for a total consideration of $17.8 million, comprised of $4.5 million in cash, $7.62 million (approximately $9.81million CAD) in GreenSpace common shares (the "Share Consideration"), and a two year vendor take back loan of $5.72 million, 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, Conn., 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.

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