VANCOUVER, Nov. 26, 2019 /CNW/ - Village Farms
International, Inc. ("Village Farms") (TSX: VFF; Nasdaq:
VFF) today responds to inaccurate and misleading public disclosure
by Emerald Health Therapeutics, Inc. ("Emerald") and
provides an update in respect of its majority ownership interest in
Pure Sunfarms Corp. ("Pure Sunfarms"), as described in more
detail in Village Farms' press release dated November 19, 2019 (the "Prior VF Press
Release").
Additional Equity Contribution Accepted: Village Farms
Confirms Majority Ownership Interest in Pure Sunfarms
As a result of Emerald's failure to pay $5,940,000 to Pure Sunfarms on November 1, 2019 (the "Emerald Payment
Default"), Village Farms made an additional equity contribution
(the "VF Additional Equity Contribution") and increased its
ownership in Pure Sunfarms on November 19,
2019, thereby becoming the majority owner of Pure
Sunfarms.
Notwithstanding the position communicated in Emerald's press
release of November 20, 2019, which
appears to be based on a material misunderstanding of the relevant
legal agreements, Pure Sunfarms' management has now confirmed that
the VF Additional Equity Contribution has been properly credited to
Village Farms' share capital pursuant to the terms of the Pure
Sunfarms shareholders agreement (the "Shareholders
Agreement"). Pure Sunfarms management has further indicated to
Village Farms that its understanding of the relevant legal
agreements and events that have occurred to date is consistent in
all material respects with the Prior VF Press Release.
As described in the Prior VF Press Release, following the
determination of the fair market value of Pure Sunfarms, pursuant
to an appraisal process set forth in the Shareholders Agreement,
Village Farms expects to be issued additional common shares of Pure
Sunfarms, effective as of November 19,
2019. Village Farms expects that the appraisal process will
be concluded in February 2020.
Cancellation of Emerald's Escrowed Shares in Pure
Sunfarms
With respect to the 5,940,000 common shares of Pure Sunfarms
that were placed in escrow pending payment by Emerald of an equity
contribution to Pure Sunfarms, Village Farms continues to seek the
cancellation of such shares as a result of the Emerald Payment
Default. Such share cancellation is expressly provided for in the
applicable legal agreements. Following Emerald's delivery of a
dispute notice relating to the cancellation of the escrowed shares
on November 19, 2019, Village Farms
notified Emerald that it required the matter to be submitted to
arbitration in accordance with the Shareholders Agreement. Assuming
the arbitrator confirms that the cancellation of these shares
should occur, such share cancellations will reduce Emerald's equity
ownership in Pure Sunfarms effective as of November 19, 2019.
Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking information within the meaning of applicable
securities laws ("forward-looking statements"). Forward-looking
statements may relate to Village Farms' future outlook or financial
position and anticipated events or results and may include
statements regarding the financial position, business strategy,
budgets, litigation, projected production, projected costs, capital
expenditures, financial results, taxes, plans and objectives of or
involving Village Farms and its equity position in Pure Sunfarms.
Particularly, statements regarding future results, performance,
achievements, prospects or opportunities for Village Farms
(including its equity position in Pure Sunfarms), Pure Sunfarms,
the greenhouse vegetable industry or the cannabis and hemp
industries are forward-looking statements. In some cases,
forward-looking information can be identified by such terms as
"outlook", "may", "might", "will", "could", "should", "would",
"occur", "expect", "plan", "anticipate", "believe", "intend",
"estimate", "predict", "potential", "continue", "likely",
"schedule", "objectives", or the negative or grammatical variation
thereof or other similar expressions concerning matters that are
not historical facts.
Although the forward-looking statements contained in this press
release are based upon assumptions that management believes are
reasonable based on information currently available to management,
there can be no assurance that actual results or events will be
consistent with these forward-looking statements. Forward-looking
statements necessarily involve known and unknown risks and
uncertainties, many of which are beyond Village Farms' control,
that may cause Village Farms' or the industry's actual results,
performance, achievements, prospects and opportunities in future
periods to differ materially from those expressed or implied by
such forward-looking statements. These risks and uncertainties
include, among other things, the factors contained in Village
Farms' filings with U.S. and Canadian securities regulators,
including as detailed in Village Farms' annual information form and
management's discussion and analysis for the year-ended
December 31, 2018 and for the three
and nine-month periods ended September 30,
2019.
When relying on forward-looking statements to make decisions,
Village Farms cautions readers not to place undue reliance on these
statements, as forward-looking statements involve significant risks
and uncertainties and should not be read as guarantees of future
results, events, performance, achievements, prospects and
opportunities. The forward-looking statements made in this press
release only relate to events or information as of the date on
which the statements are made in this press release. Except as
required by law, Village Farms undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
About Village Farms International, Inc.
Village Farms is one of the largest and longest-operating
vertically integrated greenhouse growers in North America and the only publicly traded
greenhouse produce company in Canada. Village Farms produces and distributes
fresh, premium-quality produce with consistency 365 days a year to
national grocers in the U.S. and Canada from more than nine million square feet
of Controlled Environment Agriculture (CEA) greenhouses in
British Columbia and Texas, as well as from its partner greenhouses
in British Columbia, Ontario and Mexico. Village Farms is now leveraging its 30
years of experience as a vertically integrated grower for the
rapidly emerging global cannabis opportunity through its majority
ownership position in British
Columbia-based Pure Sunfarms, one of the single largest
cannabis growing operations in the world. Village Farms also
intends to pursue opportunities to become a vertically integrated
leader in the U.S. hemp-derived CBD market, subject to compliance
with all applicable U.S. federal and state laws, Village Farms has
established two joint ventures, Village Fields Hemp USA, LLC, and Arkansas Valley Green and Gold
Hemp LLC, for multi-state outdoor hemp cultivation and CBD
extraction and plans to pursue controlled environment hemp
production at its Texas greenhouse
operations, which total 5.7 million square feet of production area,
subject to legalization of hemp in Texas.
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SOURCE Village Farms International, Inc.