Village Farms International Completes US$49.8 Million Registered Direct Offering

Rhea-AI Summary

Village Farms International has successfully closed a registered direct offering, raising approximately US$49.8 million by selling 9,396,226 units at US$5.30 each. Each unit includes one common share and a warrant for an additional share at US$5.80. The funds will primarily finance the acquisition of a 41.3% stake in Pure Sunfarms Corp., with the balance allocated for working capital. This strategic move positions Village Farms in a strong position in the cannabis market, particularly for the upcoming potential legalization in the U.S.

Positive

• Raised US$49.8 million through a registered direct offering.
• Funds will help acquire a 41.3% stake in Pure Sunfarms, enhancing market position.
• Potential for growth in the cannabis market, especially with federal legalization on the horizon.

Negative

• Dilution of shares due to the offering.
• Market reaction to the offering's impact on shareholder value is uncertain.

VANCOUVER, BC, Sept. 10, 2020 /PRNewswire/ - Village Farms International, Inc. ("Village Farms" or the "Company") (NASDAQ: VFF) (TSX: VFF) today announced that it has closed its previously announced registered direct offering with certain institutional investors for the purchase and sale of an aggregate of 9,396,226 units at a purchase price of US$5.30 per unit for gross proceeds of approximately US$49.8 million before placement agent fees and other offering expenses payable by Village Farms.

Each unit that was sold consists of one common share of Village Farms and a one-half (0.5) of a warrant to purchase a common share of Village Farms at an exercise price of US$5.80. The warrants will be exercisable beginning on March 10, 2021 and will expire on September 10, 2025.

Village Farms intends to use up to US$40 million of the net proceeds from this offering to finance a portion of the acquisition of 36,958,500 common shares in the capital of Pure Sunfarms Corp. ("Pure Sunfarms"), representing 41.3% of the issued and outstanding common shares of Pure Sunfarms and all of the remaining common shares of Pure Sunfarms not held by the Company, as announced by the Company on September 8, 2020. The remaining net proceeds from this offering are intended to be used for general working capital.

Upon closing of the offering, there were 65,951,810 issued and outstanding common shares of Village Farms.

A.G.P./Alliance Global Partners acted as sole placement agent for the offering. Beacon Securities Limited acted as financial advisor 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.

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 as a large-scale, low-cost intensive agriculture and 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 six 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 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 law. We refer to such forward-looking statements and forward-looking information collectively as "forward-looking statements". Particularly, statements regarding the intended use of proceeds, the acquisition of the remaining interest in Pure Sunfarms, and the future results, performance, achievements, prospects or opportunities for the Company, the greenhouse vegetable industry, the cannabis industry or other risks discussed in the Company's Form 10-K filed on April 1, 2020 and its other filings with the SEC 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. 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.

View original content:http://www.prnewswire.com/news-releases/village-farms-international-completes-us49-8-million-registered-direct-offering-301127934.html

SOURCE Village Farms International, Inc.

FAQ

What was the amount raised by Village Farms in the recent offering?

Village Farms raised approximately US$49.8 million from its registered direct offering.

What will Village Farms use the proceeds from the offering for?

The proceeds will finance the acquisition of a 41.3% interest in Pure Sunfarms Corp. and provide general working capital.

How many units were sold in the offering by Village Farms?

A total of 9,396,226 units were sold in the offering.

What is the exercise price of the warrants included in the offering?

The warrants have an exercise price of US$5.80.

When will the warrants from the offering become exercisable?

The warrants will be exercisable beginning on March 10, 2021.