VANCOUVER, BC, Jan. 15, 2021 /PRNewswire/ - Village Farms
International, Inc. ("Village Farms" or the
"Company") (NASDAQ: VFF) (TSX: VFF), announced today that it
has entered into definitive agreements with certain institutional
investors for the purchase and sale of an aggregate of 10,887,097
common shares in a registered direct offering, for expected gross
proceeds of approximately US$135
million (approximately CAD$171
million) before placement agent fees and other offering
expenses payable by Village Farms. Each share is being sold at a
public offering price of US$12.40
(approximately CAD$15.70) per
share.
The closing of the offering is subject to customary closing
conditions, including applicable stock exchange approvals, and is
expected to close on or about January
20, 2021. The net proceeds from this offering are
intended to be used for general working capital purposes.
A.G.P./Alliance Global Partners and Raymond James (USA) Ltd. are acting as co-lead placement
agents and Roth Capital Partners is acting as co-placement agent
for the offering. Beacon Securities Limited is acting as financial
advisor for the offering.
The securities described above are being offered by Village
Farms pursuant to a registration statement on Form S-3 (File No.
333-237792) that was declared effective by the Securities and
Exchange Commission ("SEC") on May 6,
2020. A final prospectus supplement relating to the offering
will be filed with the SEC and will be available on the SEC's web
site at www.sec.gov. Copies of the final prospectus supplement and
the accompanying prospectus relating to this offering may be
obtained, when available, by contacting A.G.P./Alliance Global
Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone at
212-624-2006 or email: prospectus@allianceg.com, or Raymond James (USA) Ltd.: 5300 – 40 King Street West, Scotia
Plaza, P.O. Box 415, Toronto,
Ontario, M5H 3Y2, email:
ecm-syndication@raymondjames.ca.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Village Farms International, Inc.
Village Farms is one of the largest and longest-operating
greenhouse growers in North
America, and is leveraging its decades of experience in
large-scale, low-cost intensive agriculture and as a vertically
integrated produce supplier to pursue high-value, high-growth
plant-based Consumer Packaged Goods opportunities in cannabis and
CBD in North America and selected
markets internationally. In Canada, British-Columbia-based Pure Sunfarms is one of
the single largest cannabis operations in the world, the
lowest-cost greenhouse producer, one of the best-selling brands,
and has generated profitability for seven consecutive quarters. In
the U.S., subject to compliance with all applicable U.S. federal
and state laws, Village Farms is pursuing a strategy to become a
leading developer and supplier of branded and white-labeled CBD
products targeting "big box" and other major retailers and consumer
packaged goods companies, and with one the largest greenhouse
operations in country, is well positioned for the potential federal
legalization of high-THC cannabis. Internationally, Village Farms
is strategically targeting selected, nascent, legal cannabis and
CBD opportunities with significant long-term potential, with an
initial focus on the Asia-Pacific
region through its investment in Australia-based Altum International.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended, (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is
subject to the safe harbor created by those sections. This press
release also contains "forward-looking information" within the
meaning of applicable Canadian securities law. We refer to such
forward-looking statements and forward-looking information
collectively as "forward-looking statements". 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, expansion plans, 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, the greenhouse
vegetable industry or the cannabis industry 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", "try", "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. The
forward-looking statements in this press release are subject to
risks that may include, but are not limited to: our limited
operating history, including that of Pure Sunfarms and our start-up
operations of growing hemp in the United
States; the legal status of Pure Sunfarms cannabis business;
risks relating to obtaining additional financing, including our
dependence upon credit facilities; potential difficulties in
achieving and/or maintaining profitability; variability of product
pricing; risks inherent in the cannabis, hemp and agricultural
businesses; the ability of Pure Sunfarms to cultivate and
distribute cannabis in Canada;
existing and new governmental regulations, including risks related
to regulatory compliance and licenses (e.g., Pure Sunfarms' ability
to obtain licenses for its Delta 2 greenhouse facility as well as
additional licenses under the Canadian act respecting cannabis to
amend to the Controlled Drugs and Substances Act, the Criminal Code
and other Acts, S.C. 2018, c. 16 (Canada) for its Delta 3 greenhouse facility),
and changes in our regulatory requirements; risks relating to
conversion of our greenhouses to cannabis production for Pure
Sunfarms; risks related to rules and regulations at the U.S.
federal (Food and Drug Administration and United States Department
of Agriculture), state and municipal levels with respect to produce
and hemp; retail consolidation, technological advances and other
forms of competition; transportation disruptions; product liability
and other potential litigation; retention of key executives; labor
issues; uninsured and underinsured losses; vulnerability to rising
energy costs; environmental, health and safety risks, foreign
exchange exposure, risks associated with cross-border trade;
difficulties in managing our growth; restrictive covenants under
our credit facilities; natural catastrophes; the ongoing and
developing COVID-19 pandemic; and tax risks.
The Company has based these forward-looking statements on
factors and assumptions about future events and financial trends
that it believes may affect its financial condition, results of
operations, business strategy and financial needs. 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 securities regulators,
including this press release. In particular, we caution you that
our forward-looking statements are subject to the ongoing and
developing circumstances related to the COVID-19 pandemic, which
may have a material adverse effect on our business, operations and
future financial results.
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 relate
only 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, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events.
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SOURCE Village Farms International, Inc.