/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Oct. 10, 2019 /CNW/ - Village Farms
International, Inc. ("Village Farms" or the
"Company") (TSX: VFF) (NASDAQ: VFF) is pleased to announce
that it has entered into an agreement with a syndicate of
underwriters co-led by Beacon Securities Limited ("Beacon"),
as sole bookrunner, and GMP Securities L.P. (together with Beacon,
the "Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a bought deal basis, 2,660,000 common shares
(the "Offered Shares") in the capital of the Company
at a price of $9.40 per Offered Share
(the "Issue Price") for aggregate gross proceeds to the
Company of $25,004,000 (the
"Offering"). (All figures are in Canadian dollars unless
otherwise stated.)
In addition, the Company has granted the Underwriters an
over-allotment option to purchase up to an additional number of
Offered Shares equal to 15% of the Offered Shares sold pursuant to
the Offering at the Issue Price, exercisable in whole or in part,
by Beacon, on behalf of the Underwriters, at any time, and from
time to time, up to 30 days from the closing of the Offering.
The closing of the Offering is expected to occur on or about
October 22, 2019 and is subject to
the completion of formal documentation and receipt of all necessary
regulatory and stock exchange approval. The Company intends to use
the net proceeds of the Offering for working capital and general
corporate purposes.
The Offered Shares will be offered in each of the provinces of
Canada, other than Québec,
pursuant to the Company's base shelf prospectus dated June 20, 2019 (the "Base Prospectus") and
may be offered in the United
States to Qualified Institutional Buyers (as defined in Rule
144A under the United States
Securities Act of 1933, as amended (the "1933 Act"))
by way of private placement pursuant to an exemption from the
registration requirements of the 1933 Act, or under other
exemptions from the registration requirement that are available
under the 1933 Act, and pursuant to any applicable securities laws
of any state of the United States.
The Offered Shares may also be sold in such other jurisdictions as
the Company and Beacon may agree. The terms of any offering will be
described in a prospectus supplement to be filed with the
securities commission in each of the provinces of Canada, other than Québec (the
"Prospectus Supplement").
Copies of the Prospectus Supplement, following filing thereof,
and accompanying Base Prospectus will be available on SEDAR at
www.sedar.com. Alternatively, copies of the Prospectus Supplement
and Base Prospectus may be obtained, when available, from Beacon
Securities Limited, 66 Wellington Street West, Suite 4050,
Toronto, ON M5K 1H1. The Base
Prospectus contains, and the Supplement will contain, important
detailed information about the Company and the Offering.
Prospective investors should read the Prospectus Supplement and
accompanying Base Prospectus and the other documents the Company
has filed before making an investment decision.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor in any other
jurisdiction in which such offer, solicitation or sale would be
unlawful.
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. The Company is now leveraging its 30
years of experience as a vertically integrated grower for the
rapidly emerging global cannabis opportunity through its 50%
ownership of British
Columbia-based Pure Sunfarms Corp., one of the single
largest cannabis growing operations in the world. The Company 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 and Arkansas
Valley Green and Gold Hemp, for outdoor hemp cultivation and CBD
extraction and is pursuing controlled environment hemp production
at a portion of its Texas
greenhouse operations, which total 5.7 million square feet of
production area.
Cautionary Language Regarding 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 include, but are not limited to,
statements concerning: (i) the Offering; and (ii) the use of the
proceeds of the Offering. Forward-looking statements may relate to
the Company's 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 the
Company. Particularly, statements regarding future results,
performance, achievements, prospects or opportunities for the
Company, 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 will be consistent
with these forward-looking statements. Forward-looking statements
necessarily involve known and unknown risks and uncertainties, many
of which are beyond the Company's control, that may cause the
Company's 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 the Company's filings
with U.S. and Canadian securities regulators, including as detailed
in the Company's annual information form and management's
discussion and analysis for the year-ended December 31, 2018.
When relying on forward-looking statements to make decisions,
the Company 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, 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, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE Village Farms International, Inc.