The Toronto Stock Exchange reports that Goodfood Market Corp.'s 5.75 per cent convertible unsecured subordinated debentures (symbol FOOD.DB) will be halted at the open and delisted at the close on March 31, 2025. According to the TSX, the debentures will mature on March 31, 2025, and the company will pay $1,028.75 per $1,000 principal amount of debentures at maturity. The payment price represents $1,000 principal amount and $28.75 for accrued and unpaid interest thereon up to, but excluding, the maturity date. As the debentures are held in the book-entry only system of CDS, holders need not take any action in order to receive their payment.

The TSX notes that the company has elected to satisfy its obligation to repay the principal amount of the debentures by issuing and delivering to holders of debentures that number of freely tradable common shares of the company (symbol FOOD), obtained by dividing the principal amount of the debentures by 95 per cent of the current market price of the shares, calculated based on the volume-weighted average trading price of the shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the maturity date. No fractional shares will be issued on repayment at maturity, but, in lieu thereof, the company shall satisfy fractional interests by a cash payment equal to the fraction of the share multiplied by the current market price. Any accrued and unpaid interest on the debentures up to, but excluding, the maturity date shall be paid in cash.

According to the TSX, holders may convert their debentures at any time before the close of business on the last business day immediately preceding the maturity date, at a conversion price of $4.70 per share. This conversion price represents a conversion ratio of approximately 212.7660 shares per $1,000 principal amount of debentures, subject to adjustment. No fraction of a share will be issued upon conversion of the debentures. In lieu of such fraction of a share, if such a fraction shall become owing, the debentureholder will receive a cash payment that will be determined according to the then current market price of such fraction of a share. Debentureholders converting their debentures will be entitled to receive accrued and unpaid interest thereon for the period from the last interest payment date to, but excluding, the date of conversion.

Buyers of debentures who wish to exercise their conversion right should make their purchases sufficiently in advance of the deadline indicated in the relevant CDS bulletin, allowing for adequate time for settlement. Trades in the debentures on March 28, 2025, will settle on the same date.