Mr. Nick Brusatore reports
AFFINOR GROWERS ANNOUNCES CLOSES UNIT
FINANCING AND DEBT SETTLEMENT
Affinor Growers Inc., further to its news releases
dated Jan. 9, Jan. 16 and Jan. 24, has completed a non-brokered private placement of
one million units of the company at a price of eight cents per unit for aggregate gross proceeds of
$80,000. Each unit consists of one common share in the capital of the company and one share purchase warrant. Each warrant entitles the holder thereof to
acquire one share at a price of 10 cents per warrant share for a period of 24 months
from the closing date of the offering. The company intends to use the proceeds raised from the offering
for the production and development of strawberries.
In connection with closing of the offering, the company paid cash finder's fees in the amount of $4,000 to
an eligible finder and issued the same finder 50,000 non-transferable share purchase warrants, with each finder's warrant exercisable into a share for a period of 24 months from
the date of issuance at a price of 10 cents per share.
Additionally, the company has settled an aggregate of $610,889 of debt owed to eight
creditors of the company. In settlement of the debt, the company issued an aggregate
of 7,636,111 units at a deemed price of eight cents per settlement unit.
One of the creditors was an officer and director of the company, and a second creditor was a corporation
wholly owned by an officer and director of the company (together, the insiders). The insiders were
issued an aggregate of 5,723,887 settlement units to settle $457,911 in debt. The issuances of the settlement
units to the insiders constitute related-party transactions as defined in Multilateral Instrument 61-101 --
Protection of Minority Securityholders in Special Transactions (MI 61-101). The company is relying on
the exemption from valuation requirement and minority approval pursuant to subsections 5.5(a) and 5.7(1)(a)
of MI 61-101, respectively, for the debt settlement with the insiders, as the deemed value of the settlement
units does not represent more than 25 per cent of the company's market capitalization, as determined in
accordance with MI 61-101.
All securities issued in connection with the offering and the debt settlement are subject to a statutory hold
period of four months and one day following the date of issuance, in accordance with applicable Canadian
securities laws.
About Affinor
Growers Inc.
Affinor is a publicly traded company listed on the Canadian Securities Exchange under the symbol AFI and on the OTCQB under the symbol RSSFF. Affinor is focused on developing vertical farming technologies and using those technologies to grow fruits and vegetables in a sustainable manner.
We seek Safe Harbor.
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