12:23:32 EST Tue 21 Nov 2017
Enter Symbol
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CA



New Age Farm Inc
Symbol C : NF
Shares Issued 105,573,317
Close 2016-12-05 C$ 0.15
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New Age determines NHS spinoff distribution ratio

2016-12-05 07:39 ET - News Release

Mr. Carman Parente reports

NEW AGE FARM PROVIDES UPDATE REGARDING THE PLAN OF ARRANGEMENT WITH NHS INDUSTRIES LTD.

New Age Farm Inc. is providing this update regarding the plan of arrangement between New Age Farm and NHS Industries Ltd. As previously reported on Nov. 10, 2016, the shareholders of the company have approved the arrangement and the company has set the share distribution record date at Nov. 30, 2016. As of the share distribution record date, New Age Farm has 105,573,317 common shares issued and outstanding.

As of the share distribution record date, each New Age Farm shareholder of record will continue to hold that number of common shares in the equity of New Age Farm held by the shareholder prior to the arrangement. The New Age Farm shares will be identical in every respect to the shareholders' current New Age Farm shares; in addition, each New Age Farm shareholder will receive from NHS the number of common shares equal to the issued and outstanding New Age Farm shares held by the shareholder as of the share distribution record date, multiplied by a conversion factor. Based on the issued and outstanding shares in each of New Age Farm and NHS as of the share distribution record date, the company has determined that the the distribution ratio is 0.065195 such that one New Age Farm share will entitle the shareholder to receive 0.065195 share of NHS for each New Age Farm share held by the shareholder as of the share distribution record date therefore, on completion of the arrangement, each shareholder will have one New Age Farm share and his or her pro rata allotment of the NHS shares for each New Age Farm share held prior to the arrangement.

Effective date

The company has determined that the effective date of the plan of arrangement will be Dec. 31, 2016. This means that shareholders of record as of the share distribution record date will receive their NHS shares after the effective date. The share distribution record date has been set for the purpose of determining which shareholders will be entitled to receive the NHS shares. It is not the date on which the shareholders can expect to receive shares. New Age Farm shareholders will receive their NHS shares in the new year after the effective date has passed and all the required steps in the arrangement have been completed.

On the effective date of the arrangement, no action is required on the part of the New Age Farm shareholders; those shareholders entitled to NHS shares will receive their shares in one of two ways: 1) either directly by mail of a certificate or direct registration statement evidencing their NHS shares to the mailing address currently on file with New Age Farm; or 2) the NHS shares will be credited directly to their brokerage accounts.

This press release should be read together with, and is qualified in its entirety by, the more detailed information contained in the management information circular of the company dated Aug. 31, 2016, available under the company's profile on SEDAR.

Purpose of plan of arrangement

New Age Farm intends to spin out NHS as a separate operating company for a number of reasons that include, but are not limited to, the ability to list NHS on a stock exchange to build greater shareholder value in the company's Canadian assets; to allow the company to focus its attention on its U.S. cannabis operations which are now in production; to build a Canadian facility that is ready to take advantage of the upcoming changes to Canadian legislation regarding recreational marijuana and to provide shareholders with the opportunity to take part in two separate and distinct companies, both with the potential to generate substantial returns that shareholders will realize from two successful operations that provide services and facilities for tenant-growers in the lucrative and growing recreational marijuana industry.

About New Age Farm

Through its wholly owned subsidiary, NHS Industries, New Age owns a 5.5-acre greenhouse facility in the Lower Mainland of British Columbia with a 48,000-square-foot greenhouse facility. NHS is in the process of formulating innovative proposals for small-scale agricultural facilities for exploring multiple avenues for cash flow processes. NHS also intends to look at other high-value crop possibilities such as hemp and its potential revenue generation.

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