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Emerald Health Therapeutics Inc
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Close 2020-03-02 C$ 0.19
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Village, Emerald Health reach Pure Sunfarms settlement

2020-03-03 08:33 ET - News Release

See News Release (C-VFF) Village Farms International Inc

An anonymous director of Village Farms reports


Village Farms International Inc. and Emerald Health Therapeutics Inc. have entered into a settlement agreement in order to settle all outstanding disputes with respect to their joint venture for large-scale, low-cost, high-quality cannabis production, Pure Sunfarms Corp. Under the terms of the settlement agreement:

  • The 5.94 million common shares of Pure Sunfarms that were placed in escrow pending Emerald's $5.94-million equity contribution to Pure Sunfarms (originally due in November, 2019) will be cancelled, effective as of Nov. 19, 2019, and Village Farms and Emerald will cease arbitration proceedings on the matter.
  • Emerald will forfeit and waive repayment by Pure Sunfarms of its outstanding $13.0-million shareholder loan to Pure Sunfarms (plus accrued interest of $1.1-million) and Emerald will issue a promissory note to Pure Sunfarms in the amount of $952,237.
  • Pure Sunfarms will release Emerald from all liability arising from their supply agreement under which Emerald had the provision to purchase 40 per cent of Pure Sunfarms' aggregate production in 2018 and 2019.
  • Emerald will transfer 2.5 per cent of additional equity in Pure Sunfarms to Village Farms.
  • Pure Sunfarms and Emerald will release each other from their current supply agreement under which Emerald has the provision to purchase 25 per cent of Pure Sunfarms' aggregate cannabis production from the Delta facilities in 2020, 2021 and 2022.
  • Village Farms and Emerald will mutually release each other from all claims related to or arising from the disputes.

The net impact of the settlement on the ownership of Pure Sunfarms, as agreed to by both Village Farms and Emerald, will be that as of Dec. 31, 2019, Village Farms will have owned 53.5 per cent of Pure Sunfarms and Emerald will have owned 46.5 per cent of Pure Sunfarms.

In addition, Village Farms has made an additional equity contribution to Pure Sunfarms of $8.0-million in 2020. In accordance with the terms of the settlement agreement, Emerald has agreed that Village Farms will receive additional shares in Pure Sunfarms to reflect this additional equity contribution. Upon closing of the transactions contemplated in the settlement agreement, including the treasury issuance of the new PSF shares, Village Farms will own 57.4 per cent of Pure Sunfarms.

Upon closing of the transactions contemplated by the settlement agreement, Pure Sunfarms will recognize $8.1-million in sales (resulting in $8.1-million in EBITDA (earnings before interest, taxes, depreciation and amortization)) in 2019 generated by its previous supply agreement with Emerald that it was previously unable to recognize. Any incremental financial impact will be recognized by Pure Sunfarms in the first quarter of 2020.

In accordance with the settlement agreement, the parties have agreed to use reasonable commercial efforts to deliver the requisite closing documents as soon as reasonably practicable and in any event on or before March 6, 2020. In the event that the closing of the settlement transactions does not occur on or before March 31, 2020, the settlement agreement will terminate and will be void in its entirety, except with respect to the issuance of the new PSF shares, which will survive such termination. Although Village Farms expects the settlement transactions to close as described herein, no assurance can be given that such transactions will ultimately close.

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 United States 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. The company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its majority ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp-derived CBD (cannabidiol) market, subject to compliance with all applicable U.S. federal and state laws.

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