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TORONTO, May 15, 2024 /CNW/ - Commercial Bakeries Corp. ("Commercial Bakeries"), a producer of private label packaged cookies headquartered in Toronto, Canada, is pleased to announce that it has acquired Imagine Baking, Inc. ("Imagine Baking"), a manufacturer of specialty / premium and better-for-you crackers, cookies, biscuits, and brittle, focusing on the gluten-free and organic spaces.

This marks the first add-on acquisition for Commercial Bakeries since Graham Partners ("Graham"), a private investment firm targeting investing in advanced manufacturing companies, acquired Commercial Bakeries in September 2023. Imagine Baking provides an opportunity for the combined company to expand its capabilities and capitalize on the growing trend towards private label baked snacks in the North American cookie and cracker market. 

Imagine Baking is headquartered in Sandusky, Ohio, where it operates a 114,000 square foot facility that includes segregated manufacturing lines, multiple packaging capabilities, and a sizeable R&D laboratory, which will help to unlock additional opportunities for the combined businesses.

Adrienne and John O'Donnell, founders of Imagine Baking, said: "This will be a win-win for both our companies, as we look forward to adding our innovation focus to the strong product offerings at Commercial Bakeries. Together we will create a compelling solution for both national brands and private label needs."

Shawn Warren, CEO of Commercial Bakeries further commented: "We are delighted to welcome John and Adrienne O'Donnell and their Imagine Baking team into the expanded business. We are confident that together we will accelerate towards our promise of 'Baking Up Better' every day and in every way."

 
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Lethbridge, Alta. (May 15, 2024) – Agri-Food Innovation Expo, hosted by Lethbridge & District Exhibition, is back for its second year, and will be held from November 26-28, 2024, at the Agri-food Hub & Trade Centre in Lethbridge, Alberta. Following the success of its inaugural event, this year’s expo promises to be even more impactful, catering to agri-food businesses, producers, processors, farmers, and industry professionals.

This year, the event will be centred around two important themes: helping agri-food businesses build their toolkit for success and creating a space for the industry to build a community of collaboration. Attendees can expect a dynamic lineup of educational sessions featuring world-class speakers, hands-on workshops designed to provide actionable insights and assets that can be immediately applied to their businesses, and an increase in networking opportunities.

Keynote speaker Peter Chapman, founder of SKUFood, captures the essence of the event's mission, stating, "Innovation is powerful in food and beverage. It is even more powerful when you can get customers and consumers to understand the value your innovation brings to them."

Dave Fiddler, senior advisor to the conference, emphasizes the importance of the expo, stating, "Agri-Food Innovation Expo serves as a catalyst for transformative change, providing a platform for industry players to network, learn about the latest in agri-food innovation, and propel the sector forward."

Amidst economic transitions and the need for diversification, the expo stands as a beacon of opportunity for Alberta’s agri-food industry. Recognizing the sector's potential, the expo aligns with Alberta’s long-term strategic vision for sustainable growth.

Supported by an economic impact study, which highlights the critical role of the agri-food industry in uplifting Alberta’s economy, the expo underscores the significance of investing in innovation and fostering a culture of collaboration within the sector.

Join Agri-Food Innovation Expo as they chart the course for the future of Alberta’s agri-food industry and pave the way for growth and prosperity.

 
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MONTREAL, May 15, 2024 (GLOBE NEWSWIRE) -- Prime Drink Group Corp. (CSE:PRME) (“Prime” or the “Company”) announces that it has entered into a share purchase agreement dated May 14, 2024 (the “Share Purchase Agreement”) with 9296-0186 Québec Inc. (“9296”), the shareholders of 9296 (together with 9296, the “Vendors”), and Angelpart Ventures Inc., whereby the Company will acquire all of the issued and outstanding common shares (“Triani Shares”) of Triani Canada Inc. (“Triani”), subject to the terms and conditions described therein (the “Transaction”). All currency references herein are in Canadian currency unless otherwise specified.

The Transaction will constitute a “fundamental change” for the Company pursuant to the rules and policies of the Canadian Securities Exchange (the “CSE”). In connection with the closing of the Transaction, the Company will change its name to “Prime Group Corp.” (the “Name Change”) and will continue the business of Triani as further described below.

About Triani

Triani is a Québec-based company specialized in the production, bottling and sale of alcoholic and non-alcoholic beverages to a large client roster including prestigious brand names across North America with unaudited non-IFRS annual sales of $28 million for the year ended November 30, 2023. Founded in 2015, Triani experienced solid growth following the company’s successful foray into Québec grocery stores with its Cantini, Ettaro, and Enjoy wine brands. Triani produces and markets Octane, Mojo, Baron, and its well-known Glutenberg, Oshlag and Vox Populi brands and other malt-based alcoholic beverages, as well as non-alcoholic products under the Hickson brand. It also markets alcoholic and non-alcoholic microbrewery beers from Brasserie les 2 Frères (Hickson, Série Découverte, and Charles-Henri), as well as produces several other alcoholic beverages for both the Canadian and American markets.

Transaction Summary

Pursuant to the Share Purchase Agreement, Prime will acquire the Triani Shares in exchange for (i) $2,000,000 payable in cash, or through the issuance of a promissory note in the amount of $2,000,000 and bearing interest at a rate of 10% per annum, on the date that is 12 months from the closing date of the Transaction (the “Closing Date”); and (ii) 140,000,000 common shares in the capital of Prime (“Prime Shares”) having an aggregate value of $17,500,000, with each Prime Share to be issued at a deemed price $0.125 (on a pre-Consolidation basis (as defined below)), subject to adjustment (the “Consideration”). In addition to the Consideration, Prime intends to pay an additional amount up to $18,500,000 (the “Bonus Consideration”) to the Vendors payable in Prime Shares if Triani reaches certain EBITDA targets in the financial years ended March 31, 2025, 2026 and 2027. The Prime Shares payable pursuant to the Bonus Consideration shall be issued at a deemed price equal to $0.125 per Prime Share (on a pre-Consolidation basis) for any Bonus Consideration payable in the financial years ended March 31, 2025, and 2026, and $0.16 per Prime Share for any Bonus Consideration payable in the financial year ended 2027.

It is intended that the Transaction will result in the creation of a new Control Person (as such term is defined in the policies of the CSE) of the resulting entity following completion of the Transaction (the “Resulting Issuer”). It is anticipated that the shareholders of 9296 will beneficially own, or exercise control or direction over, 28,000,000 common shares of the Resulting Issuer (“Resulting Issuer Shares”) or 49.26% of the outstanding Resulting Issuer Shares on a non-diluted basis.

Pursuant to the Share Purchase Agreement, the Company and 9296 shall enter into a License and Option Agreement as of the Closing Date (the “License and Option Agreement”), whereby the Company shall be granted: (i) an exclusive license in favour of the Company (the “Licence”) for the use of any intellectual property, including but not limited to the brands, currently used by the Vendor as part of its business which will not be owned by Triani on the Closing Date (the “IP”); (ii) a right of first refusal to acquire the IP in the event of the disposition of such IP by the owner(s) thereof for the duration of the License; (iii) an exclusive option to acquire the IP, to be valued by an independent valuation, at a minimum price of $35,000,000 for a period of 3 years following the Closing Date. Additionally, the Company and 9372-3039 Québec inc. shall enter into a property option agreement, whereby the Company shall be granted: (i) an exclusive option to acquire the St-Jean sur Richelieu property, for a 3-year period starting on the 3rd anniversary of the Closing Date and ending on the 6th anniversary of the Closing Date, at a price equal to the higher of $5,000,000 and the fair market value of such property at the time of exercise of the option; and (ii) an exclusive option to acquire the Terrebonne property, for a 3-year period starting on the 3rd anniversary of the Closing Date and ending on the 6th anniversary of the Closing Date, at a price equal to the higher of $29,000,000 and the fair market value of such property at the time of exercise of the option (the “Property Option Agreement”). The specific terms of the License and Option Agreement and the Property Option Agreement shall be finalized by the parties thereto and remain subject to the terms to be contained therein.

Additionally, the Company shall make a cash contribution in the amount of $5,000,000 to the operations of Triani on the Closing Date. Such amount shall be used as working capital by the Company in the ordinary course of business. The cash contribution includes an amount of $2,000,000 that will be reinvested in the Company by the Vendor.

Prior to closing of the Transaction, the Company intends to consolidate its outstanding Prime Shares on a 5:1 basis (the “Consolidation”) resulting in 1 Prime Share outstanding following the Consolidation for every 5 Prime Shares outstanding prior to the Consolidation. Following the Consolidation, the Company expects it will have approximately 56,835,492 Prime Shares issued and outstanding on a non-diluted basis (and excluding the Prime Shares issued as the Consideration and pursuant to the Company’s previously announced concurrent financing of subscription receipts of the Company (the “Concurrent Financing”)).

In connection with the Transaction, Triani intends to complete a non-brokered private placement of convertible debentures in the aggregate principal amount of up to $3,000,000, bearing interest at a rate of 12.1% per annum, maturing 12 months from the date of issuance, and automatically convertible into Prime Shares (post-Consolidation) immediately following the closing of the Transaction, at a deemed price per Prime Share equal to $0.50, or such other price as permitted by the CSE (the “Bridge Convertible Debenture Offering”). In accordance with applicable securities laws, all securities issued under the Bridge Convertible Debenture Offering will be subject to a four month and one day hold period from the date of issuance. The net proceeds of the Bridge Convertible Debenture Offering will be to fund the Transaction and for general and corporate working capital purposes.

Completion of the Transaction is subject to a number of terms and conditions, including, but not limited to: (i) completion of the Concurrent Financing; (ii) completion of the Consolidation; (iii) the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the CSE, subject only to customary conditions of closing; (iv) no material adverse change occurring in respect of either Prime or Triani; (v) the Name Change having been effected; (vi) the parties having delivered all documents and other items specified in the Share Purchase Agreement, including, but not limited to, an executed copy of the License and Option Agreement, the Property Option Agreement, and an opinion from 9296’s legal counsel that the discharge of Triani Canada’s wastewater complies with the regulations of the city of Terrebonne; (vii) the Resignations (as defined below) being tendered and the 9296 Nominees having been elected, subject to the closing of the Transaction; and (viii) such other closing conditions as set out in the Share Purchase Agreement.

Board of Directors of the Resulting Issuer

The board of directors of the Company (the “Board”) presently is made up of 6 members. Pursuant to the Share Purchase Agreement, 2 present directors of the Company shall resign (the “Resignations”) and the Board shall be reconstituted to include Jean-Denis Côté, Antoine Alonzo, and Samuel Cousineau-Bourgeois, as nominees of 9296 (the “9296 Nominees”). The names of the intended directors and officers of the Company following completion of the Transaction and their respective positions with the Company are as set forth below:

Name Position with the Company upon completion of the Transaction
Alexandre Côté Director and Chief Executive Officer
Antoine Alonzo Director and Chief Financial Officer
Raimondo Messina Director (Chairman of the Board)
Dominique Primeau Director
Germain Turpin Director
Jean-Denis Côté Director
Samuel Cousineau-Bourgeois Director

A brief biographical description of each of the anticipated directors and officers of the Company upon completion of the Transaction is provided below:

Alexandre Côté – Proposed Director and Chief Executive Officer

Alexandre Côté has been breaking boundaries in the finance world for over 20 years. Most recently, he’s known for being the CoFounder and developer of the Distribution Model of Hybrid Financial Ltd. Mr. Côté has been a key leader of the growth of HFL in the US and Canada by developing the unique HFL model and building multiple effective teams. His team also created a substantial positive effect into the distribution of structured products in Canada.

Mr. Côté was also responsible for launching one of the first traditional fixed income notes listed in Canada. Formerly a Managing Director at AXA Canada, Alexandre helped create a Guaranteed Investment Funds platform. Earlier in his career, he helped to establish and develop OpenSky Capital, as the VP of Sales. OpenSky Capital was the largest independent innovator marketer of structured products in Canada with over $3 billion in assets. Alexandre made his first step in the Finance world at Talvest where he was responsible for a region with approximately $500 million in assets under management. Mr. Côté earned a B.A. in Business from Laval University.

Antoine Alonzo – Proposed Director and Chief Financial Officer

Mr. Alonzo holds the title of Certified Professional Accountant (CPA) from l’Ordre des CPA du Québec. He worked for 20 years in the food industry in Canada and the USA. Mr. Alonzo worked the last 10 years for SOLINA, a food manufacturer based in France with over 38 plants around the world and very active in acquisitions in North America. He has a strong expertise in Lean management, Finances, M&A, IT and Supply Chain management.

Antoine has a strong knowledge in task automation and application design. He has led many acquisitions in the US & Canada. He has reengineered many operations and financial processes of different companies to improve profitably and increase the value for shareholders. He is a certified Black Belt Kaizen from the Kaizen Institute of America and Black Belt Lean Six Sigma from DBM institute USA.

Raimondo Messina CPA, CA – Proposed Director and Chairman of the Board of Directors

Raimondo Messina holds the title of Certified Professional Accountant from l’Ordre des CPA du Québec and is a Quebec entrepreneur.

Mr. Messina has extensive hands-on experience in conducting partnerships, acquisitions and building brand values in the hospitality and beverage industries. He also currently serves as Chief Financial Officer for the Beach Day Every Day beverage brand and President of Dream Hospitality Group.

Dominique Primeau – Proposed Director

Dominique Primeau is a businessman involved in several sectors of economic activity. From taking over the management of the family grocery store in 1990, he built, over the decades, a consortium for the next generation. From his extensive experience as an operator in the food sector, Dominique will be an asset to the Board of Directors.

Germain Turpin – Proposed Director

Mr. Turpin is a Forester by trade. With 26 years of experience working for Maclaren-Noranda Forest while perfecting his management skills & earning a certificate in administration and operations management, he achieved the position of factory director.

In 1992, Mr. Turpin purchased a sawmill and went on to develop the largest hardwood operation in Quebec with revenues of over $40 million. Since 2000, he has applied the same model to develop water resources in Quebec, making him a true pioneer of the spring water sector.

Jean-Denis Côté – Proposed Director

Mr. Jean-Denis Côté is an accountant and a member of the HEC graduate program. A businessman and corporate director, he is active on several boards of private and public companies and economic development organizations. Mr. Côté has been a director and member of the ethics and audit committees of subsidiaries of a major Canadian bank. He also was the Founder/President of Groupe Paul Masson, a wine and spirits company successfully established in South America, Europe and China, a Founder/President of two regional venture capital companies, and Chairman of the Board of Directors of the Charles Lemoyne Hospital Foundation and the Orchestre symphonique de Longueuil.

Recognized as an outstanding leader by Commerce magazine as Man of the Month, he has also been recognized on two occasions as one of Canada’s top 50 managers.

Samuel Cousineau-Bourgeois – Proposed Director

Samuel Cousineau-Bourgeois holds a master’s degree in business law from Université de Montréal, a law degree from Université de Sherbrooke and an international studies orientation in international law from Université de Montréal. Mr. Cousineau-Bourgeois is a member of the Quebec Bar, and practices with Therrien Couture Joli-Cœur as a lawyer specializing in property assessment, business law and commercial real estate transactions.

An entrepreneur with a passion for real estate and business law, Samuel has worked as a lawyer in global strategic procurement in the aeronautics sector and gained experience in negotiating contracts and partnerships with government and private organizations. These varied experiences have enabled him to develop his legal versatility and business acumen. He is a director of the Quebec chapter of the Canadian Property Tax Association and of the Caisse Desjardins du Haut-Richelieu.

Shareholder Consent or Meeting

Prior to the completion of the Transaction, and as required by corporate legislation or the policies of the CSE, Prime intends to seek shareholder approval for the Transaction at a meeting of its shareholders in accordance with applicable corporate and securities laws, to approve: (a) the Name Change; (b) the Consolidation; (c) the size of the board of directors of the Company and the election of the directors to the Board; (d) the fundamental change of the Company in connection with the completion of Transaction; and (e) to the extent required, the adoption of new by-laws, an omnibus equity incentive plan, or such other matters as deemed necessary or desirable by the Company or the Vendors (the “Prime Meeting”).

 
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North Versailles, PA - May 14th, 2024 – Cobot Systems proudly announces that it is now a UR+ Partner with their showcase Laser Welding Cell system. This distinction marks a significant milestone in the company's journey to provide automated workforce solutions that are broadly accessible. This approval highlights Cobot Systems' dedication to providing innovative solutions compatible with Universal Robots (UR) products, ensuring seamless collaboration and increased productivity with the all-in-one Laser Welding Robot.

Cobot Systems developed the industry-first Laser Welding Cobot System, which is designed as a complete engineered package for automating welding processes typically done by MIG/GMAW or TIG/GTAW. The Cobot Systems Laser Welding Robot combines the usability of the Universal Robots UR10e collaborative robot with the speed of the IPG LightWELD laser. 

"Our pre-engineered welding package is a laser welding system built around the Universal Robots UR10e collaborative robot,” says Brian Knopp, co-founder of Cobot Systems. “By integrating the handheld laser with the cobot, companies can take advantage of the higher speeds and maximize quality through the precision positioning capabilities of the cobot.”

The UR+ Laser Welding Cobot System enables businesses to:

Increase welding efficiency while decreasing processing time

Reduce manual touch time and training

Diversify their welding capabilities to include new materials

Achieve flawless results with minimal distortion, deformation, undercutting, and burn-through.

UR+ partners are companies like Cobot Systems that exhibit seamless compatibility and streamlined workflows with Universal Robots products. For more information on the Cobot Systems UR+ Approved Laser Welding Cell, please visit https://cobot.systems

 
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3/13/2024 | Ravenna, OH, Focused on improving the waste-handling capabilities of the food industry, animal processing, and related waste-handling facilities, Vogelsang USA is bringing its largest format grinding system, the RedUnit XRL260, to North America.

TECHNOLOGY OVERVIEW
Nicknamed “Big Red,” Vogelsang’s largest hopper-fed grinder to date is designed specifically to reduce large quantities of solid waste material quickly. The RedUnit XRL260 features two 50hp geared motors capable of handling up to 130 cubic yards of solid waste per hour (100 m3/h). The 5’ x 2’ inlet handles whole hogs and higher volumes of waste material. The achievable output is geared at fitting a gap in the market overwise requiring multiple grinders or inefficient, high-maintenance hammer mills. Units are available in different sizes with various blade options, offering continuous height adjustment.

NOTABLE APPLICATION RESULTS

After seeing commercial success in Europe, this technology is now available to US and Canadian customers. Existing installations have been able to increase throughput by 50-100% while reducing power consumption by as much as 50-60% when compared to hammer mills and other existing solutions. All applications have reported improved cutting performance while drastically reducing maintenance requirements.

Notable installations have been:

Rendering plants: handling hogs, calves, and poultry – increased throughput by as much as 100%

Biowaste, Process, and Post-Consumer: This includes organic waste, scraps, pits, and tops, as well as post-consumer waste with metal and plastic—50% energy savings compared to a hammermill.

Slaughterhouse: bones innards, offal, skulls – lowered energy costs by 60%, increased protein output

Pet Food: handled pallet-sized frozen blocks of animal waste – increased throughput by 100%, easy feeding improved operations.

A FOCUS ON UPTIME, 1-MAN MAINTENANCE CONCEPT

Among the most notable features of the XRL260 is its side-entry maintenance design, specifically engineered to provide quick and safe access to the grinder's cutting elements. A “side flap” is easily opened to remove foreign objects, typically allowing one person to dismantle the one-piece cutting rotors. This ensures maximum uptime and quick, cost-effective maintenance.

“Many of our customers use grinders to reduce the volume of their waste for easier processing and to cut costs for transporting and disposal,” said Russ Boring, President of Vogelsang USA. “We know our customers in food processing or any company handling waste materials will welcome more capacity and simpler solutions to service and maintenance – ultimately saving them money.”

Operational features of the RedUnit XRL260:

Lateral service hatches provide direct access to rotors to streamline maintenance and allow the easy removal of foreign bodies.

Elimination of elaborate clearing systems

Independent rotor direction and speed to adjust to any type of materials

Part of the new service concept from Vogelsang:

Side panels easily lift up for removal of foreign bodies and maintenance.

Direct access to rotors with maintenance that can be done by only one person if necessary.

Ripper rotors can be easily removed for quick cleaning, ultimately extending the lifetime value of the machine

Visit https://news.vogelsang.info/en/redunit-xrl-260 for more information.

 

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