Organic Flower Investments Group Completes Acquisition of Delta Organic Cannabis
March 18 2019 - 5:35PM
Organic Flower Investments Group Inc. (“OFIG” or the
“Company”) announces that, further to its news release
dated March 6, 2019, it has closed the acquisition (the
“
Acquisition”) of all of the issued and
outstanding shares of 1180782 B.C. Ltd. d/b/a Delta Organic
Cannabis (“
DOC”) that it did not otherwise own, in
consideration of the issuance of an aggregate of 54,687,503 units
of the Company (“
Units”). Each Unit consists 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.
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.
In connection with the Company’s acquisition of
DOC, it has acquired control and direction of 44,582,040 common
shares of AgraFlora Organics International Inc.
(“Agra”) of 804-750 W. Pender Street, Vancouver,
British Columbia, V6C 2T7. Immediately before the
Acquisition, the Company held nil common shares of Agra.
Immediately after the Acquisition, the Company had control and
direction of 44,582,040 common shares of Agra, representing
approximately 11.2% of the outstanding common shares of Agra on a
non-diluted basis. The Company acquired control and
direction over the common shares in connection with the Acquisition
of DOC and for investment purposes. The Company may sell its
securities of Agra either on the open market or through private
dispositions in the future depending on market conditions,
reformulation of plans and/or other relevant factors.
Finders’ fees were paid in conjunction with the Acquisition.
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’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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