Pangea Natural Foods Inc. (CNSX:PNGA) entered into a share exchange agreement to acquire Glory Organic Juice Company Inc./Glory Juice Co. Vancouver Ltd. from Glory Juice Co. for CAD 1.5 million on April 21, 2023.

Under the terms of the transaction, Pangea Natural Foods will issue 6 million common shares to Glory Juice shareholders. The Shares will be subject to contractual resale restrictions, pursuant to which 10% of the Shares will be released on the closing date of the Acquisition and 15% of the Shares will be released every 6 months thereafter. Additionally, Pangea will cause the Glory entities to repay outstanding loans owing to certain shareholders of Glory Juice in the aggregate amount of approximately CAD 1.8 million through the issuance of secured promissory notes by the Glory Juice entities, in favor of the Loan Holders.

The Promissory Notes will be repayable in equal quarterly installments over a 56-month period, with the first installment payable on the Closing Date. There will also be a share pledge of the Purchased Shares in favor of the Glory Juice shareholders. The transaction is subject to obtaining the applicable third party, corporate and regulatory approvals.

It is also subject to approval from Target board and shareholders. Stephen Pederson of Miller Titerle LLP served as legal advisor to Glory Juice Co. and Justin Kates of DuMoulin Black LLP served as legal advisor to Pangea Natural Foods Inc. (CNSX:PNGA).