Toro announces execution of definitive agreement and update regarding concurrent private placement

Not for distribution to U.S. news wire services or for dissemination in the United States

 

News Release - Montreal, Quebec – April 1, 2022: Toro Beverages Inc. (“Toro”), is pleased to announce that, further to its news release dated December 17, 2021, it has entered into a definitive amalgamation agreement dated March 29, 2022 (the “Definitive Agreement”) with First Tidal Acquisition Corp. (TSX-V: AAA.P) (“First Tidal” or the “Company”) in connection with the proposed business combination of Toro and First Tidal, which transaction (the “Qualifying Transaction”) is intended to constitute First Tidal’s “Qualifying Transaction” (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”)).

Toro is a bold, fast-growing beverage company founded in 2017, when it revolutionized the energy drink industry by introducing Canada’s first matcha-powered energy drink. The Company now markets natural energy drinks under the brand ToroMatcha, as well as innovative Hard Matcha Seltzers under the brand Matcha Colada.

The Definitive Agreement provides for, among other things, a three-cornered amalgamation (the “Amalgamation”) pursuant to which, among other things: (a) Toro will amalgamate with a wholly-owned subsidiary of First Tidal (“Subco”), to be incorporated for the purposes of the Qualifying Transaction, pursuant to the provisions of the Business Corporations Act (British Columbia), (b) all of the outstanding class A common shares of Toro  (each, a “Toro Share”) will be cancelled and, in consideration therefor, the holders thereof will receive post-consolidation (as described below) common shares of First Tidal (each, a “First Tidal Consolidated Share”) on the basis of one (1) Toro Share for one (1) First Tidal Consolidated Share (the “Exchange Ratio”), and (c) the amalgamated corporation will be a wholly-owned subsidiary of First Tidal. After giving effect to the Qualifying Transaction, the shareholders of Toro will collectively exercise control over First Tidal.

Prior to completion of the Amalgamation, it is intended that First Tidal will effect a consolidation of the outstanding common shares of First Tidal (“First Tidal Shares”) on the basis of one (1) post-consolidation First Tidal Share for every two (2) pre-consolidation First Tidal Shares (the “Consolidation”) and change its name to “Toro Beverages Inc.” or such other name as agreed to by First Tidal and Toro and accepted by the applicable regulatory authorities (the “Name Change”).

Completion of the proposed Qualifying Transaction is subject to, among other things, receipt of all necessary regulatory, Exchange, shareholder and board approvals.

The Definitive Agreement

The Definitive Agreement contemplates that, among others, the following conditions precedent be met prior to the closing of the Amalgamation, including, but not limited to, (a) acceptance by the Exchange and receipt of other applicable regulatory approvals; (b) completion of the Toro Private Placement (as defined below); (c) receipt of the requisite approvals and completion of the Consolidation, the Name Change, the change of auditors (the “Change of Auditors”), and the appointment of the new directors and officers in connection with the Qualifying Transaction; (d) no adverse material change in the business, affairs, financial condition or operations of Toro or First Tidal has occurred between the date of entering into the Definitive Agreement and the closing date of the Qualifying Transaction; (e) Toro Shareholders (as defined below) (with respect to the Amalgamation) holding no more than 5% of the issued and outstanding common shares of Toro (“Dissenting Toro Shareholders”) shall have exercised dissent rights; and (f) receipt of the requisite approval of Toro Shareholders of the Amalgamation. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

The Amalgamation will not constitute a Non-Arm’s Length Qualifying Transaction (as such term is defined in the policies of the Exchange). No person who or which is a Non-Arm’s Length Party (as such term is defined in the policies of the Exchange) of First Tidal has any direct or indirect beneficial interest in Toro or its assets prior to giving effect to the Amalgamation and no such person is an insider of Toro. Similarly, there is no known relationship between or among any person who or which is a Non-Arm’s Length Party of First Tidal and any person who or which is a Non-Arm’s Length Party to Toro.

If all conditions to the implementation of the Amalgamation have been satisfied or waived, First Tidal and Toro will carry out the Amalgamation. Pursuant to the terms of the Amalgamation, it is expected that the following security conversions, exercise and issuances will occur among First Tidal, Toro and the securityholders of Toro immediately prior to completion of the Amalgamation:

(a)        each Toro Share (other than those held by Dissenting Toro Shareholders) outstanding immediately prior the Amalgamation (the “Effective Time”) shall be cancelled and, in consideration therefor, the holder of such Toro Share shall receive such number of fully paid and non-assessable First Tidal Consolidated Shares issued by First Tidal as is equal to the Exchange Ratio;

(b)        each common share in the capital of Subco (the “Subco Shares”) outstanding immediately prior the Effective Time shall be cancelled and, in consideration therefor, the corporation formed upon the amalgamation of Subco and Toro pursuant to the Amalgamation (“Amalco”) shall issue one common share of Amalco (an “Amalco Shares”) to First Tidal;

(c)        each Toro Unit Warrant (as defined below) and Toro PP Warrant (as defined below) outstanding immediately prior to the Effective Time shall be exchanged for such number of warrants of First Tidal to acquire First Tidal Consolidated Shares (“First Tidal Warrants”) to be issued in exchange of the Toro Unit Warrants and Toro PP Warrants outstanding immediately prior to the Effective Time issued by First Tidal as is equal to the Exchange Ratio;

(d)        each Toro Finder Warrant (as defined below) to be issued to the Finders (as defined below) in connection with the Toro Private Placement and the Toro Unit Private Placement outstanding immediately prior to the Effective Time shall be exchanged for such number of non-transferable First Tidal Warrants to be issued in exchange of the Toro Finder Warrants outstanding immediately prior to the Effective Time issued by First Tidal as is equal to the Exchange Ratio;

(e)        each Toro Warrant (as defined below) outstanding immediately prior to the Effective Time shall be exchanged for such number of non-transferable First Tidal Warrants to be issued in exchange of the Toro Warrants outstanding immediately prior to the Effective Time issued by First Tidal as is equal to the Exchange Ratio;

(f)        each Toro Performance Warrant (as defined below) outstanding immediately prior to the Effective Time shall be exchange for such number of First Tidal Performance Warrants (as defined below) to be issued in exchange of the Toro Performance Warrants outstanding immediately prior to the Effective Time issued by First Tidal as is equal to the Exchange Ratio; and

(g)        as consideration for the issuance of First Tidal Consolidated Shares to Toro Shareholders to effect the Amalgamation, Amalco will issue to First Tidal one Amalco Share for each First Tidal Consolidated Share so issued.

Based on the number of Toro Shares outstanding as of the date hereof, and assuming the conversion of each Toro Subscription Receipt (as defined below) into one Toro Share and one-half of one Toro Unit Warrant prior to the Amalgamation and the completion of the Toro Unit Private Placement, there will be approximately 37,245,034 First Tidal Consolidated Shares outstanding upon completion of the Qualifying Transaction, on a non-diluted basis. On completion of the Qualifying Transaction, the current First Tidal Shareholders will hold an aggregate of approximately 4,000,000 First Tidal Consolidated Shares, representing approximately 10.74% of the First Tidal Consolidated Shares. The current shareholders of Toro (the “Toro Shareholders”) will hold an aggregate of 33,245,034 First Tidal Consolidated Shares, representing approximately 89.26% First Tidal Consolidated Shares, which includes investors in the Toro Private Placement (as defined below) and the Toro Unit Private Placement (as defined below) who are expected to hold an aggregate of approximately 10,714,286 First Tidal Consolidated Shares, representing approximately 28.77% of the First Tidal Consolidated Shares, and the remaining Toro Shareholders (on a post-Toro Split basis (as defined below)) who are expected to hold an aggregate of 22,530,748 First Tidal Consolidated Shares, representing approximately 60.49% of the First Tidal Consolidated Shares (for deemed consideration per Toro Share of $0.35, for an aggregate deemed consideration paid of approximately $7,885,761.80 pursuant to the Qualifying Transaction).

Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer will be a Tier 2 Industrial Issuer on the Exchange.

Trading in the First Tidal Shares is currently halted and will remain halted until completion of the Qualifying Transaction and approval of the Exchange. First Tidal does not intend to apply to the Exchange for reinstatement of trading of the First Tidal Shares at this time.

No finder's fees are payable in connection with the closing of the Qualifying Transaction.

About First Tidal

First Tidal was incorporated under the Business Corporations Act (British Columbia) and is a capital pool company within the meaning of the policies of the Exchange. First Tidal has not commenced operations and has no assets other than cash. First Tidal’s principal business is the identification and evaluation of assets or businesses with a view to completing a “Qualifying Transaction” under the Exchange Policy 2.4 – Capital Pool Companies.

About Toro

Toro is a privately-held corporation incorporated under the laws of April 4, 2017 under the laws of Québec. In connection with the Qualifying Transaction, on February 16, 2022 Toro continued its corporate existence in British Columbia in accordance with the Business Corporations Act (British Columbia) under the same name.

Toro is a bold, fast-growing beverage company founded in 2017, when it revolutionized the energy drink industry by introducing Canada’s first matcha-powered energy drink. The Company now markets natural energy drinks under the brand Toro Matcha, as well as innovative Hard Matcha Seltzers under the brand Matcha Colada. Toro products are carried across Canada and the United Arab Emirates through a distribution network of nearly 800 points of sale including select Loblaws, Whole Foods, Sobeys, IGA, Metro and Zoom stores. Toro plans to expand into the United States and other global markets upon completion of this Transaction. The company has built powerful brands that resonate with the increasing demand for better-for-you products. Toro is committed to becoming a global leader in matcha-based beverages across both non-alcoholic and alcoholic categories. For more information about Toro, visit www.torobeverages.com.

As of the date hereof, 7,615,375 Toro Shares, 3,000,000 Class Seed Preferred shares (“Toro Preferred Shares”) and 82,680 warrants to purchase Toro Shares are issued and outstanding (“Toro Warrants”). Prior to the completion of the Qualifying Transaction and the Definitive Agreement and subject to Exchange conditional approval, 3,000,000 performance warrants issued to Oussama Saoudi Hassani subject to certain performance, share price and time-based milestone requirements (the “Toro Performance Warrants”) and 1,300,000 Toro Shares issued to an advisor of Toro will be outstanding (on a post-Toro Split basis).

Pursuant to the Definitive Agreement, Toro will complete a split of the Toro Shares on the basis of two (2) new Toro Shares for each (1) existing Toro Share prior to the completion of the Amalgamation (the “Toro Split”). The Toro Preferred Shares shall have converted to Toro Shares on a one (1) to one (1) basis prior to the Toro Split.  

Summary of Financial Information

A summary of certain financial information for Toro, disclosed in accordance with Exchange policies, is included in the two tables below:

 

Toro Beverages Inc.
Select Financial Information
Reconciliation from non-GAAP to GAAP

Period ended

November 30, 2021

(unaudited)

Year ended February 28, 2021

(audited)

 

(CAD$)

(CADS$)

Operations

 

 

Gross Sales

800,713 

535,061

Trade Spends

(144,283)

(39,924)

Net Sales (GAAP)

656,430

495,137

 

 

Toro Beverages Inc.

Period ended

November 30, 2021

(unaudited)

Year ended February 28, 2021

(audited)

 

(CAD$)

(CADS$)

Operations

 

 

Sales

656,430 

495,138 

Total operating expenses

843,434 

544,519 

Net loss for the period

(187,004) 

(49,381) 

Balance Sheet

 

 

Current assets

1,149,360 

365,794 

Total assets

1,272,204 

365,794 

Current liabilities

211,518 

217,693 

Total liabilities

395,169 

386,428 

Shareholders’ equity (deficit)

877,035 

(20,634) 


Further financial information will be included in the filing statement to be prepared in connection with the Qualifying Transaction.

Proposed Directors and Senior Management Team

Upon the closing of the Qualifying Transaction, it is anticipated that Oussama (Sam) Saoudi Hassani (Chair), Jeff O’Neill, Philippe Trudeau, Trumbull Fisher and Lorenzo Di Nino will constitute the Board of Directors of First Tidal. It is also anticipated that the new senior management team of First Tidal will be comprised of Oussama Saoudi Hassani (Chief Executive Officer and President), Warren Spence (Chief Operating Officer) and Jason Tong (Chief Financial Officer and Corporate Secretary).

The following are brief resumes of the currently proposed directors and senior officers of First Tidal following the Qualifying Transaction:

Oussama (Sam) Saoudi Hassani – Founder, Chief Executive Officer and Director

Oussama (Sam) Saoudi Hassani is the engineer-entrepreneur behind Toro. Sam is the founder, CEO and a director of Toro and is passionate about the products Toro creates. Sam founded Toro in 2017 and built the company from its inception to $1M in sales with a team of two. Sam holds a master of engineering degree from ESTP Paris and a master of engineering degree from Ecole Polytechnique de Montreal.

Warren Spence – Chief Operating Officer

Warren Spence is an operation expert with over 20 years of experience. Warren is passionate about the beverage space having worked with several new brands and leading their growth. Warren was previously the head of operations of RedBull Canada for almost 10 years before joining Nude Beverages as head of global operations.

Jason Tong – Chief Financial Officer and Corporate Secretary

Jason Tong (CPA, CA, CFA) has over 12 years of executive and corporate finance experience at private and public companies. Previously, Jason was the CFO of Pathway Capital Ltd, a venture capital firm with a portfolio of early-stage ventures with market capitalization ranging from $5M to $100M. Jason has served as CFO and advisory roles in the consumer-packaged goods, marketing and finance sectors. Jason is a Chartered Professional Accountant (CPA, CA) and is a Chartered Financial Analyst charter holder (CFA).

Jeff O’Neill – Director

Jeff O’Neill is currently the President of Candyverse Brands Inc., a low-sugar and plant-friendly snack brand. Jeff is an experienced consumer packaged goods executive with 25+ years in general management, marketing, and sales roles including roles with Quaker Oats, PepsiCo and McCain Foods. Recently, Jeff was President & Chief Operating Officer at High Liner Foods from 2015 to 2018. Jeff holds a bachelor of commerce degree from Saint Mary’s University and an MBA from University of Liverpool.

Philippe Trudeau – Director

Philippe Trudeau is currently the President and CEO of Adrien Gagnon Sante Naturelle (AG Natural Health), one of the most well-established natural health companies in Canada offering over 150 varieties of supplements. Prior to that he spent 25 years managing a family business in the consumer goods industry, the Trudeau Corporation. Phillipe has sat on boards and advisory boards for several public and private companies and charities. Phillipe holds a bachelor of arts degree from McGill University and has completed an executive MBA with the Wharton School.

Trumbull Fisher – Director

Trumbull Fisher is a capital markets professional with over 15 years of experience raising capital for small cap companies and co-founded a offshore hedge fund. Trumbull has vast experience on both public and private boards in addition to holding other roles which include, chairman, CEO, president, advisor of both public and private companies. Trumbull has sat on boards and advisory boards for several public and private companies. Trumbull holds a law degree from the Carleton University.

Lorenzo Di Nino – Director

Lorenzo Di Nino is currently the Vice President of Better Bears Foods Inc., a low-sugar and plant-friendly snack brand.  Lorenzo brings distinctive experience from over a decade of experience at Loblaw Companies Ltd., holding senior roles, most notably as category director of natural foods shelf stable beverages, as well as sales experience on the customer facing side at ACE Bakery and Weston Foods. Lorenzo holds a business administration and accounting degree from York University.

Proposed Qualifying Transaction

As the proposed Qualifying Transaction is not a “Non-Arm’s Length Qualifying Transaction” (within the meaning of Policy 2.4 of the Exchange), the Qualifying Transaction does not require approval of the shareholders of First Tidal (the “First Tidal Shareholders”). The Consolidation, the Name Change, the Change of Auditors, and the Resulting Issuer director appointments will require the approval of the board of directors of First Tidal prior to the completion of the proposed Qualifying Transaction.

Toro Private Placements

Prior to the completion of the Qualifying Transaction, Toro is expected to complete a non-brokered private placement of 9,000,000 subscription receipts (each, a “Subscription Receipt”) at a price of $0.35 per Subscription Receipt for gross proceeds of $3,150,000 (the “Toro Private Placement”).

Each Subscription Receipt will, prior to the effective time of the Qualifying Transaction, automatically convert into one Toro Share and one-half of one Toro Share purchase warrant (“Toro Unit Warrants”), with each whole Toro Unit Warrant exercisable into a Toro Share at an exercise price of $0.50 for a period of twenty-four months from issuance, for no additional consideration upon the satisfaction of certain escrow release conditions, including the conditional approval of the Exchange for the Qualifying Transaction and satisfaction or waiver of all of the conditions precedent to the Qualifying Transaction as set out in the Definitive Agreement.

Pursuant to the Definitive Agreement, Toro is also expected to complete, following the Toro Split, a non-brokered private placement of units of Toro (“Toro PP Units”) at a price of $0.35 per Toro PP Unit for gross proceeds of $600,000 (the “Toro Unit Private Placement”). Each Toro PP Unit will be comprised of one Toro Share and one-half of one Toro Share purchase warrant (“Toro PP Warrants”), with each whole Toro PP Warrant exercisable into a Toro Share at an exercise price of $0.50 for a period of twenty-four months from issuance.

In connection with the Toro Private Placement and the Toro Unit Private Placement, eligible finders (the “Finders”) may receive commission equal to 8.0% of the aggregate gross proceeds from the sale of the Subscription Receipts and Toro PP Units and granted non-transferable Toro Share purchase warrants (“Finder Warrants”) equal to 8.0% of the number of Subscription Receipts and Toro PP Units sold, with each whole Finder Warrant exercisable into a Toro Share at an exercise price of $0.50 for a period of twenty-four months from issuance. The cash commission and Finder Warrants will be subject to certain escrow release conditions. The Finder Warrants will be exchanged for an equivalent number of First Tidal Warrants in connection with the completion of the Qualifying Transaction.

Pursuant to the Definitive Agreement, following the Amalgamation, First Tidal, at its discretion, will have the right to accelerate the expiry date of the First Tidal Warrants issued in respect of the Toro PP Warrants, Toro Unit Warrants and Toro Finder Warrants, respectively, upon the First Tidal Shares trading at or above $0.75 per share on any stock exchange or quotation system on which such shares are then listed or quoted, for a period of 10 consecutive trading days, as will be more particularly set forth in the warrant indenture and/or warrant certificates representing such First Tidal Warrants, respectively.

If an event of termination occurs and the escrow release conditions as prescribed in the subscription receipt agreement to be entered into among First Tidal, Toro and Computershare Trust Company of Canada in connection with the Amalgamation, are not satisfied, each Subscription Receipt shall be automatically terminated and cancelled and each subscriber shall be entitled to receive out of the escrowed funds and interest earned thereon, an amount equal to the aggregate offering price in respect of such subscriber’s Subscription Receipts, less applicable withholding taxes. Additional terms and conditions regarding escrow release conditions and the subscription receipt agreement relating to the Subscription Receipts will be disclosed in subsequent news releases and the filing statement to be prepared in connection with the Qualifying Transaction.

It is intended that the net proceeds from the Toro Private Placement and Toro Unit Private Placement will be used for certain capital expenditures; sales; marketing and brand awareness; working capital and general corporate purposes following completion of the Qualifying Transaction.

Post-Closing Capitalization of the Resulting Issuer

Upon completion of the completion of the Qualifying Transaction and assuming the completion of the minimum Toro Private Placement and Toro Unit Private Placement, it is anticipated that there will be approximately 37,245,034 First Tidal Shares issued and outstanding, 100,000 stock options, 5,682,503 First Tidal Warrants, and 3,000,000 Performance Warrants, as detailed in the following table:  

 

 

 

Description of Security

Number of Securities Assuming completion of the Amalgamation, Toro Private Placement and Toro Unit Private Placement

First Tidal Shares (post-Consolidation)

4,000,000(1)

First Tidal Stock Options (post-Consolidation)

100,000

First Tidal Warrants (post-Consolidation)

160,000

Toro Shares (post-Toro Split)

22,530,748(2) (3)

Toro Warrants (post-Toro Split)

165,360

Toro Performance Warrants (post-Toro Split)

3,000,000

Toro Private Placement Shares (4)

9,000,000

Toro PP Warrants

4,500,000

Toro Unit Private Placement Shares (4)

1,714,286

Toro Unit Warrants

857,143


- 2,000,000 of these shares will be subject to an 18-month CPC escrow release schedule imposed by the Exchange.
- 19,300,000 of these shares are expected to be subject to a three-year escrow release schedule imposed by the Exchange.
- 3,230,748 of these shares are expected to be subject to a one-year voluntary lock up.
- Additional First Tidal Warrants may be issued in replacement of Finder Warrants issued to Finders in connection with the Toro Private Placement and Toro Unit Private Placement.

    Sponsorship of the Amalgamation

    First Tidal intends to apply to the Exchange for a waiver from the sponsorship requirements for the Qualifying Transaction. There is no assurance that a waiver from this requirement will be obtained.

    Further Information

    First Tidal will provide further details in respect of the Qualifying Transaction and Toro Private Placement in due course by way of a subsequent news release, however, First Tidal will make available to Exchange, all information, including financial information, as may be requested or required by the Exchange.

    All information contained in this news release with respect to First Tidal and Toro was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

    Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. The Qualifying Transaction cannot close until the required Toro shareholder approval is obtained. There can be no assurance that the Qualifying Transaction or the Toro Private Placement or Toro Unit Private Placement will be completed as proposed or at all.

    Investors are cautioned that, except as disclosed in the filing statement of First Tidal to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of First Tidal should be considered highly speculative.

    The Exchange has not in any way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

    This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

    Contact Information

    Oussama Saoudi Hassani (Sam)
    Chief Executive Officer
    Tel: 514-452-5053
    Email: oussama@toromatcha.com

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

    Forward Looking Information

    Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the Toro Private Placement and Toro Unit Private Placement, including amounts anticipated to be raised thereunder, the escrow release conditions in connection with the foregoing and the use of net proceeds therefrom; the terms and conditions the Qualifying Transaction, including receipt of Exchange and Toro shareholder approval; approval of the Qualifying Transaction and related matters by the board of directors of both First Tidal and Toro; the details of any securities issuances, conversions, exchanges or cancellations; the anticipated directors, officers and insiders of the Resulting Issuer; and the closing of the Qualifying Transaction. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

    With respect to forward-looking statements and information contained herein, First Tidal and Toro have made numerous assumptions including among other things, assumptions about general business and economic conditions of Toro and the market in which it operates. The foregoing list of assumptions is not exhaustive.

    Although management of First Tidal and Toro believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward- looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the Toro Private Placement and Toro Unit Private Placement; risks relating to the receipt of all requisite approvals for the Qualifying Transaction, including the approval of Toro shareholders and the TSXV; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials, ingredients and equipment, government action or delays in the receipt of government approvals, distribution and transportation disturbances and disruptions, or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required; and other risk factors as detailed from time to time. First Tidal and Toro do not undertake to update any forward-looking information, except in accordance with applicable securities laws.