forms a part or into the Prospectus which forms a part of the registration statement, information from documents that the Company files with or furnishes to the SEC pursuant to Section 13(a)
or 15(d) of the U.S. Exchange Act. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and prospective purchasers of Common Shares should review all
information contained in this Prospectus and the documents incorporated or deemed to be incorporated herein by reference.
A Prospectus
Supplement containing the specific terms applicable to the issuance of Common Shares and other information in relation to such issuance will be delivered, together with this Prospectus, to purchasers and will be deemed to be incorporated by
reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Common Shares to which such Prospectus Supplement pertains.
Upon a new annual information form and the related audited comparative consolidated financial statements and managements discussion and
analysis being filed by the Company with, and where required, accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the previous annual information form, the previous audited comparative
consolidated financial statements and related managements discussion and analysis, and all unaudited comparative interim consolidated financial statements and related managements discussion and analysis, material change reports and
information circulars filed prior to the commencement of the Companys financial year in respect of which the new annual information form was filed shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of
future offerings of Common Shares hereunder.
THE COMPANY
The Company is a corporation incorporated under the Canada Business Corporations Act (the CBCA). The head and
registered office of the Company and each of its Canadian subsidiaries is located at 4700-80th Street, Delta, British Columbia, Canada, V4K 3N3.
The Company is one of the largest and longest-operating vertically integrated greenhouse growers in North America. The Companys
vegetables are grown hydroponically (without the use of soil) in a glass enclosed, high technology environment using sophisticated computer systems to control irrigation, fertilizers, carbon dioxide, light, temperature, ventilation, humidity and
other climatic factors. The Companys tomatoes are produced by plants that have been selected for their taste, quality and other characteristics and are not genetically modified.
The Company owns and currently operates a total of six greenhouse facilities in British Columbia and Texas.
In June 2017, the Company entered into the Joint Venture with Emerald Health Therapeutics Inc. (Emerald) with the objective
of seeking to achieve large-scale, low-cost, high quality cannabis production. The Joint Venture was formed by way of a corporation named Pure Sunfarms Corp., which is 50% owned by the Company and 50% owned by Emerald, and has the
purpose of carrying on the business of the Joint Venture.
In February 2019, the Company entered into a joint venture with Nature Crisp
LLC to pursue the outdoor cultivation of high percentage CBD hemp and CBD extraction in multiple states throughout the United States. This joint venture was formed by way of a corporation named Village Fields Hemp USA, LLC
(Village Fields Hemp), which is 65% owned by the Company and 35% owned by Nature Crisp LLC.
On May 24, 2018, the
Company completed a private placement of 1,886,793 Shares. The Company utilized the net proceeds from this prior private placement offering in a manner consistent with that described in the press release of the Company dated May 18, 2018,
namely to contribute capital to the Joint Venture and for general working capital purposes.
On October 12, 2018, the Company
completed a public offering of 3,097,200 Shares pursuant to a (final) short form prospectus of the Company dated October 4, 2018. The Company utilized the net proceeds from this prior prospectus offering in a manner consistent with that
described in the Use of Proceeds section of such (final) short form prospectus, namely for working capital purposes, which included funding certain capital needs of the Joint Venture.
On April 18, 2019, the Company completed the April 2019 Public Offering. The Company utilized the net proceeds from the April 2019 Public
Offering in a manner consistent with that described in the Use of Proceeds section of the (final) short form prospectus for the April 2019 Public Offering, namely for working capital purposes, including the growth capital needs of the
Companys U.S. hemp business.
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