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Rritual Superfoods Announces Pricing of Initial Public Offering

VANCOUVER, March 2, 2021 – Rritual Superfoods Inc. (“Rritual” or the “Company”) announced today that it has obtained a receipt for its final prospectus (the “Final Prospectus”) filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec) and has entered into an underwriting agreement for an initial public offering of securities of the Company (the “Offering”). The Offering is comprised of units (the “Units”) with each Unit consisting of one common share of Rritual (a “Common Share”) and one-half Common Share purchase warrant. Each whole warrant (a “Warrant”) entitles the holder to purchase one Common Share of Rritual at a price of $0.60 per Common Share, subject to an acceleration provision. On closing of the Offering, the Warrants will be issued pursuant to the terms of a warrant indenture to be entered into between the Company and a warrant agent. Pursuant to the Offering, Rritual will issue an aggregate of 17,391,305 Units at a price of $0.30 per Unit, for total gross proceeds of $5,217,391.50. The underwriters of the Offering have also been granted an over‐allotment option (the “Over‐Allotment Option”) to purchase up to an additional 2,608,695 Units at a price of $0.30 per Unit for additional gross proceeds of $782,608.50 if the Over‐Allotment Option is exercised in full. The Over‐Allotment Option can be exercised for a period of 30 days from the closing date.

The Final Prospectus also qualifies the distribution of 3,183,083 convertible note units (each a “Convertible Note Unit”), consisting of an aggregate of 3,183,083 Common Shares and 1,591,528 non-transferable Common Share purchase warrants (each, a “Convertible Note Unit Warrant”), issuable for no additional consideration upon the automatic deemed conversion on February 26, 2021 of unsecured convertible promissory notes of the Company, as amended (the “Convertible Notes”), in the aggregate principal amount of $950,402, plus applicable interest, at a price of $0.30 per Convertible Note Unit. Each Convertible Note Unit Warrant is exercisable for one Common Share at price of $0.60 each for a period of 24 months from the date of issuance.

The Offering is being underwritten by Clarus Securities Inc. and Canaccord Genuity Corp. (the “Underwriters”).

Clark Wilson LLP is acting as legal counsel to Rritual and Borden Ladner Gervais LLP is acting as legal counsel to the Underwriters.

The Canadian Securities Exchange (“CSE”) has conditionally approved the listing of the Common Shares and the Warrants, subject to fulfilling customary CSE listing requirements. The closing of the Offering is expected to occur on or about March 3, 2021, subject to customary closing conditions, at which point it is anticipated the Common Shares and the Warrants will commence trading on the CSE.

A copy of the Final Prospectus for the Offering is available on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account of benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

About Rritual

Rritual Superfood’s plant-based elixirs - which support immunity, focus and relaxation

are poised to dominate a segment where demand and sales are growing exponentially. Under the executive leadership with over 100 years of CPG pedigree, Rritual is launching in North America in Q2 2021 as the company positions itself as a leader in the functional health and wellness industry. Rritual’s superfood elixirs can be found online at www.rritual.com.

Follow Rritual on Twitter, LinkedIn, Facebook, and Instagram.

Forward‐Looking Statements

This press release may contain forwardlooking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. Forwardlooking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forwardlooking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, receipt for the Company’s Final Prospectus in this Offering from the securities regulatory authorities in each of the jurisdictions in which the Company files the Final Prospectus and the factors discussed under “Risk Factors” in the Final Prospectus of the Company dated February 26, 2021. The Company does not undertake any obligation to update such forwardlooking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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