Organic Flower Investments Group Announces Proposed Acquisition of 100% Interest in Delta Organic Cannabis
March 06 2019 - 7:00AM
Organic Flower Investments Group Inc. (“OFIG” or the
“Company”) announces that it has agreed upon preliminary
terms providing for the acquisition (the
“
Acquisition”) by the Company of all of the issued
and outstanding shares of 1180782 B.C. Ltd. d/b/a Delta Organic
Cannabis (“
DOC”) that it does not otherwise own,
in consideration of the issuance of an aggregate of 54,687,500
units of the Company (“
Units”). Each Unit shall be
comprised of one common share of OFIG and one common share purchase
warrant that is exercisable into one common share of OFIG at a
price of $0.65 until December 5, 2020. OFIG currently owns
approximately 27% of the issued and outstanding shares of DOC, and
following the closing of the Acquisition, DOC will become a
wholly-owned subsidiary of OFIG.
DOC’s sole asset is an equity participation and
earn-in agreement (the “Agreement”) with Agraflora
Organics International Inc. (“Agra”) (CSE: AGRA),
a growth-oriented and diversified company focused on the
international cannabis industry. Pursuant to the Agreement, DOC has
acquired common shares of Agra.
The closing of the Acquisition is subject to
several conditions including, but not limited to the following:
(i) |
execution of definitive agreements; |
(ii) |
satisfactory completion of due diligence;
and |
(iii) |
receipt of all requisite shareholder and
regulatory approvals, including the approval of the Canadian
Securities Exchange. |
Finders’ fees will be payable in conjunction with the
transaction.
Further details of the proposed Acquisition will be announced by
the Company in due course.
For further information, please contact: Organic Flower
Investments Group Inc. Theo van der Linde, Director Phone:
604-687-2038
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED
AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF
THIS RELEASE.
Forward Looking Statements
This news release contains certain
forward-looking information and statements within the meaning of
applicable securities laws. The use of any of the words “expect”,
“anticipate”, “continue”, “estimate”, “may”, “might”, “will”,
“project”, “should”, “believe”, “plans”, “intends” and similar
expressions are intended to identify forward-looking information
and/or statements. Forward-looking statements and/or information
are based on a number of material factors, expectations and/or
assumptions of the Company which have been used to develop such
statements and/or information but which may prove to be incorrect.
Although the Company believes that the expectations reflected in
such forward-looking statements and/or information are reasonable,
undue reliance should not be placed on forward-looking statements
as the Company can give no assurance that such expectations will
prove to be correct. In addition to other factors and assumptions
which may be identified herein, assumptions have been made
regarding, among other things: execution of a definitive agreement
and receipt of all applicable regulatory and shareholder approvals
to complete the Acquisition; satisfaction of conditions precedent
to the completion of the Acquisition and other matters disclosed in
the continuous disclosure filings of the Company from time to time.
The forward-looking information and statements included in this
news release are not guarantees of future performance and should
not be unduly relied upon. Such information and/or statements,
including the assumptions made in respect thereof, involve known
and unknown risks, uncertainties and other factors that may cause
actual results and/or events to differ materially from those
anticipated in such forward-looking information and/or statements
including, without limitation: risks associated with the
uncertainty of obtaining all applicable regulatory and shareholder
approvals and satisfying other conditions of closing and/or certain
other risks detailed from time-to-time in the Company’s public
disclosure documents (including, without limitation, those risks
identified in this news release and the Company’s current
management’s discussion and analysis). Furthermore, the
forward-looking statements contained in this news release are made
as at the date of this news release and the Company does not
undertake any obligations to publicly update and/or revise any of
the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws.
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