Village Farms Confirms Majority Ownership Interest in Pure Sunfarms

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VANCOUVER, Nov. 26, 2019 /PRNewswire/ – Village Farms International, Inc. (“Village Farms“) (TSX: VFF;Nasdaq: VFF) today responds to inaccurate and misleading public disclosure by Emerald Health Therapeutics, Inc. (“Emerald“) and provides an update in respect of its majority ownership interest in Pure Sunfarms Corp. (“Pure Sunfarms“), as described in more detail in Village Farms’ press release dated November 19, 2019 (the “Prior VF Press Release“).

Additional Equity Contribution Accepted:  Village Farms Confirms Majority Ownership Interest in Pure Sunfarms

As a result of Emerald’s failure to pay $5,940,000 to Pure Sunfarms on November 1, 2019 (the “Emerald Payment Default“), Village Farms made an additional equity contribution (the “VF Additional Equity Contribution“) and increased its ownership in Pure Sunfarms on November 19, 2019, thereby becoming the majority owner of Pure Sunfarms. 

Notwithstanding the position communicated in Emerald’s press release of November 20, 2019, which appears to be based on a material misunderstanding of the relevant legal agreements, Pure Sunfarms’ management has now confirmed that the VF Additional Equity Contribution has been properly credited to Village Farms’ share capital pursuant to the terms of the Pure Sunfarms shareholders agreement (the “Shareholders Agreement“). Pure Sunfarms management has further indicated to Village Farms that its understanding of the relevant legal agreements and events that have occurred to date is consistent in all material respects with the Prior VF Press Release.  

As described in the Prior VF Press Release, following the determination of the fair market value of Pure Sunfarms, pursuant to an appraisal process set forth in the Shareholders Agreement, Village Farms expects to be issued additional common shares of Pure Sunfarms, effective as of November 19, 2019. Village Farms expects that the appraisal process will be concluded in February 2020.

Cancellation of Emerald’s Escrowed Shares in Pure Sunfarms

With respect to the 5,940,000 common shares of Pure Sunfarms that were placed in escrow pending payment by Emerald of an equity contribution to Pure Sunfarms, Village Farms continues to seek the cancellation of such shares as a result of the Emerald Payment Default. Such share cancellation is expressly provided for in the applicable legal agreements. Following Emerald’s delivery of a dispute notice relating to the cancellation of the escrowed shares on November 19, 2019, Village Farms notified Emerald that it required the matter to be submitted to arbitration in accordance with the Shareholders Agreement. Assuming the arbitrator confirms that the cancellation of these shares should occur, such share cancellations will reduce Emerald’s equity ownership in Pure Sunfarms effective as of November 19, 2019.

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