VANCOUVER, Jan. 16, 2020 /PRNewswire/ - Village Farms
International, Inc. ("Village Farms") (TSX: VFF; Nasdaq:
VFF) today announced that it has opted to receive a $5.94 million cash refund from Pure Sunfarms
Corp. ("Pure Sunfarms") relating to an additional equity
contribution that Village Farms made to Pure Sunfarms on
November 19, 2019 (the "VF
Additional Equity Contribution").
As previously disclosed by Emerald Health Therapeutics, Inc.
("Emerald"), it has been disputing Village Farms' ability to
make the VF Additional Equity Contribution of $5.94 million, as well as the cancellation of
5,940,000 common shares of Pure Sunfarms placed in escrow pending
payment by Emerald of its related $5.94
million equity contribution, following its failure to make
its required equity contribution to Pure Sunfarms on November 1, 2019. In an effort to narrow the
issues in dispute and accelerate the resolution of this shareholder
dispute, Village Farms decided to unwind the VF Additional Equity
Contribution, which has now been completed, with Pure Sunfarms
providing Village Farms with the $5.94
million cash refund. The $5.94
million cash refund to Village Farms also eliminates the
costs and delays involved in obtaining an independent appraisal of
Pure Sunfarms that resulted from the VF Additional Equity
Contribution.
Village Farms continues to seek the cancellation of 5,940,000
common shares of Pure Sunfarms that were placed in escrow pending
payment by Emerald of its related equity contribution (the
"Emerald Share Cancellation"), which was not made as
required. It is Village Farms' position that the Emerald Share
Cancellation is expressly provided for in the applicable legal
agreements.
"Due to the arbitration process related to the Emerald Share
Cancellation taking significantly longer than originally
anticipated, and with the resulting number of incremental shares
for our $5.94 million equity
contribution unknown, we decided to reduce the number of items in
dispute in an effort to bring the matter to resolution sooner for
Village Farms and its shareholders," said Michael DeGiglio, CEO, Village Farms. "In
addition, as a result of the $5.94
million cash refund to Village Farms, we anticipate that
Pure Sunfarms may call for additional equity contributions by each
of Village Farms and Emerald."
If Village Farms is successful in the arbitration and Emerald's
escrowed shares are cancelled, Village Farms would own 53.5% of
Pure Sunfarms and Emerald would own 46.5% effective as of
November 19, 2019. Village Farms
expects a decision from the arbitration panel during the second
half of 2020.
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 Pure Sunfarms. Particularly, statements
regarding future results, performance, achievements, prospects or
opportunities for Village Farms, 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 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.