VANCOUVER, BC, Jan. 30,
2023 /CNW/ - Village Farms International, Inc.
("Village Farms" or the "Company") (NASDAQ: VFF) today announced it
has completed its previously announced registered direct offering
with certain institutional investors for the purchase and sale of
an aggregate of 18,350,000 common shares at US$1.35 per share, together with accompanying
warrants to purchase up to 18,350,000 common shares, which have an
exercise price of US$1.65 per share
(the "Offering"). The proceeds from the sale of the common shares
are approximately US$25 million,
before deducting placement agent fees and other offering expenses
payable by Village Farms. The warrants will be exercisable
beginning on July 30, 2023 and will
expire on July 30, 2028. Proceeds
from the exercise of all the warrants would be approximately
US$30 million over this period.
The net proceeds from this Offering are intended to be used for
general working capital purposes.
Upon closing of the Offering, there were 110,238,929 issued and
outstanding common shares of Village Farms.
A.G.P./Alliance Global Partners and Cantor Fitzgerald & Co.
acted as co-lead placement agents for the Offering.
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.
Updated Early Warning
Disclosure
As a result of the Offering, Michael
DeGiglio's (founder, President, Chief Executive Officer and
Director of Village Farms) ownership of Village Farms was diluted
below 10% of Village Farms' issued and outstanding common shares.
Immediately prior to closing of the Offering, Mr. DeGiglio
beneficially owned 9,259,529 common shares of Village Farms and
vested stock options exercisable for 1,180,722 common shares of
Village Farms, collectively representing approximately 11.4% of the
issued and outstanding common shares of Village Farms (assuming the
exercise of the vested stock options). Mr. DeGiglio did not
participate in the Offering. Immediately following closing of the
Offering, Mr. DeGiglio continues to beneficially own 9,259,529
common shares of Village Farms and vested stock options exercisable
for 1,180,722 common shares of Village Farms, collectively
representing approximately 9.4% of the issued and outstanding
common shares of Village Farms (assuming the exercise of the vested
stock options).
Because Mr. DeGiglio now owns or exercises control or direction
over less than 10% of the issued and outstanding common shares of
Village Farms, Mr. DeGiglio is no longer subject to ongoing early
warning reporting requirements under applicable Canadian securities
laws in respect of his ownership of Village Farms.
In the future, Mr. DeGiglio may from time to time dispose or
acquire ownership of, or control or direction over, additional
common shares of Village Farms for investment purposes.
An early warning report with additional information in respect
of the foregoing matter has been filed and is available on the
issuer profile of Village Farms at www.sedar.com. To obtain a copy
of the early warning report, please visit
https://villagefarms.com/investor-relations/information-request-form
and provide your name and physical address, or contact Lawrence Chamberlain, Investor Relations, at
416-519-4196. Village Farms' head office is located at 4700 - 80th
Street, Delta, British Columbia,
V4K 3N3.
About Village Farms International,
Inc.
Village Farms leverages decades of experience as a large-scale,
Controlled Environment Agriculture-based, vertically integrated
supplier for high-value, high-growth plant-based Consumer Packaged
Goods opportunities, with a strong foundation as a leading fresh
produce supplier to grocery and large-format retailers throughout
the US and Canada, and new
high-growth opportunities in the cannabis and CBD categories in
North America and selected markets
internationally.
In Canada, the Company's
wholly-owned Canadian subsidiary, Pure Sunfarms, is one of the
single largest cannabis operations in the world, the lowest-cost
greenhouse producer and one of Canada's best-selling brands. The Company also
owns 70% of Québec-based, Rose LifeScience, a leading third-party
cannabis products commercialization expert in the Province of
Québec.
In the US, wholly-owned Balanced Health Botanicals is one of the
leading CBD brands and e-commerce platforms in the country. Subject
to compliance with all applicable US federal and state laws and
stock exchange rules, Village Farms plans to enter the US high-THC
cannabis market via multiple strategies, leveraging one of the
largest greenhouse operations in the country (more than 5.5 million
square feet in West Texas), as
well as the operational and product expertise gained through Pure
Sunfarms' cannabis success in Canada.
Internationally, Village Farms is targeting selected, nascent,
legal cannabis and CBD opportunities with significant medium- and
long-term potential, with an initial focus on the Asia-Pacific region, Israel and Europe.
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 U.S. Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, 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
laws. We refer to such forward-looking statements and
forward-looking information collectively as "forward-looking
statements". Forward-looking statements in this press release
include statements regarding the registered direct offering and the
anticipated use of proceeds therefrom, and may also 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 or produce industry or the
cannabis industry are forward-looking statements. In some cases,
forward-looking information can be identified by such terms as
"outlook", "may", "can", "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 in the cannabis and
cannabinoids industry, including that of Pure Sunfarms Corp. ("Pure
Sunfarms"), Rose LifeScience Inc. ("Rose" or "Rose LifeScience")
and Balanced Health Botanicals, LLC ("Balanced Health" or "Balanced
Health Botanicals"); the legal status of the cannabis business of
Pure Sunfarms and Rose and the hemp business of Balanced Health;
risks relating to the integration of Balanced Health and Rose into
our consolidated 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, CBD, cannabinoids, and agricultural businesses;
market position; ability to leverage current business relationships
for future business involving hemp and cannabinoids; the ability of
Pure Sunfarms and Rose to cultivate and distribute cannabis in
Canada; existing and new
governmental regulations, including risks related to regulatory
compliance and regarding obtaining and maintaining licenses; legal
and operational risks relating to expected conversion of our
greenhouses to cannabis production in Canada and in the
United States; risks related to rules and regulations at the
US federal (Food and Drug Administration and United States
Department of Agriculture), state and municipal rules and
regulations with respect to produce and hemp, cannabidiol-based
products commercialization; 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;
inflationary effects on costs of cultivation and transportation;
recessionary effects on demand of our products; 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 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, which 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.
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.
SOURCE Village Farms International, Inc.