Agraflora Ventures Ltd (AGRA)

[sonarone212]

AgraFlora Organics International Inc.
Welcome to AgraFlora Organics International Inc. (formerly PUF Ventures Inc.)
Our new brand better reflects the diversified nature of our business moving forward and our goal
to become a premier cannabis company in Canada. We are very proud of our accomplishments
and enter 2019 as a Licensed Producer with two Canadian locations preparing for cannabis
production and sales.
Our Profile
Vision
AgraFlora’s vision is to be a top performing
international cannabis company providing
shareholders with access to superior cannabis
investment opportunities in Canada and around the
world.
Mission
Led by our focus on science and innovation, our
mission is to consistently produce quality, potent,
GMP approved cannabis products that exceed the
expectations of our customers.
About AgraFlora
AgraFlora is a growth oriented and diversified company focused on the international cannabis
industry. It has ownership in several cannabis companies including AAA Heidelberg and
Propagation Services Canada in Canada and is actively pursuing opportunities in the international
cannabis industry. AgraFlora Organics has an option to purchase 100% of AAA Heidelberg Inc., a
licensed producer under Health Canada’s Access to Cannabis for Medical Purposes Regulations.
Highlights
AgraFlora’s majority owned subsidiary AAA Heidelberg received its cultivation license from
Health Canada on October 12, 2018. AAA is growing high quality strains for CraftGrow family
of boutique cannabis strains.
The Company is a partner in Propagation Services Canada PSC), a joint venture formed with
the Houwelings Group to retrofit an existing 2,200,000 sq. ft. greenhouse complex in Delta,
BC. PSC is bringing flower propagation science to the cannabis industry.
AgraFlora is pursuing opportunities in pharma, food, and technology related cannabis
businesses through partnerships and direct investments resulting in accretive shareholder
value: Canvass MedTech Inc. (CSE: MTEC) and Natures Hemp Corp. (reporting issuer).
Canadian Locations
AAA Heidelberg
On October 12, 2018 AAA Heidelberg was granted a
license to produce under Health Canada’s Access to
Cannabis for Medical Purposes Regulations for its
facility in London, ON. AgraFlora owns a majority
interest in AAA Heidelberg and is moving to acquire
100% of the ownership per a Share Exchange
Agreement between AgraFlora and AAA.
AAA Heidelberg’s cannabis production facility in
London is a purpose-built operation of 8,800 sq. ft.
facility and a capacity of 669 kilograms per year. The
facility includes an option to expand to 35,000 sq. ft.
With the receipt of the ACMPR cultivation license,
AAA Heidelberg is working working with Canopy
Growth to prepare for the first crop of high-grade
medical cannabis.
AgraFlora has an agreement with Canopy Growth Corp. to assist with AAA’s cultivation and sell
the final product online through Tweed Mainstreet’s CraftGrow portal.
AgraFlora’s second Canadian location is the retrofit of the
2,200,000 sq. ft. greenhouse complex in Delta, BC.
The Company has joined forces with the Houweling’s Group, a
well-known greenhouse operator, plant propagator and owner of the Delta greenhouse complex
based in British Columbia, to create one of the largest cannabis propagation companies in the
world Propagation Services Canada (PSC).
AgraFlora is funding a retrofit of the 2,200,000 sq . ft. Delta greenhouse complex with partners
Delta Organic Cannabis Corporation to prepare the facility for large scale flowering and
propagation operations. The retrofit is to be completed in three phases:
Phase Description Completion
Phase 1 350,000 sq. ft. growing area
100,000 sq. ft. post-production facilities,
Q2 2019
Phase 2 1,450,000 sq. ft. additional growing area Q4 2019
Phase 3 400,000 sq. ft. additional growing area Q2 2020
The Delta greenhouse complex includes advanced growing systems for greenhouse HVAC,
watering and lighting. It includes it own natural gas co-gen energy plant which provides cost
effective electricity for lighting and heating of the large-scale greenhouse. The result is a highly
efficient and cost effective growing operation.
Flower cultivation is likely to begin in the second half of 2019 with an estimated production
capacity of 0.1 kg per square foot or approximately 17,500 kgs in 2019. Based on a wholesale price
of $4 per gram, the first half year of production could generate up to $70,000,000.
The Houweling’s Group
Houweling Nurseries Ltd. (dba, Houweling Tomatoes) is led by
visionary Casey Houweling and operates over 5,400,000 sq. ft. of
greenhouse space in British Columba, California and Utah including
the Delta greenhouse complex based in British Columbia. It has an
impeccable reputation as a world leading greenhouse operator and
plant propagator, and currently produces tomatoes and
propagated vegetable seedlings for vegetable growers all over
North America. The Houweling’s Group are masters in every area of
agriculture and have been doing business for over 50 years.
From the time Casey Houweling a small boy pruning and picking
his father’s vegetables, Casey has known what he wanted to do with
his life: he wanted to be a farmer, but not a traditional one. Today he heads one of the most
technically-advanced and environmentally-friendly greenhouse operations in the world.
“Growing the best tomatoes doesn’t come easy,” Casey likes to say. And he is quick to add that
there are no shortcuts in craftsmanship. A man known for his work ethic, Casey’s dedication to
quality is rooted in his deep respect for his father’s commitment to quality. The passion for
growing the best tomatoes is in the blood. It’s as simple as that, and those who know the
Houwelings operation can attest to the fact that craftsman’s care extends beyond Casey
Houweling. It permeates the entire operation – from seeding and propagation through sales
and service.
In a world where companies expand through broad and sometimes reckless diversification,
Casey believes in specializing in one business – greenhouse tomatoes. The specialist philosophy
isn’t new; it’s quite simple, really. He believes that focus and attention to one category
(tomatoes) versus an array of fruits and vegetables is critical to enhancing one’s know-how.
Ultimately, know-how and passion are the keys to quality.
Delta Organic Cannabis Corp.
Delta Organic Cannabis Corp. (DOCC), a privately held Toronto-based cannabis investment
company backed by preeminent leaders in Canadian cannabis enterprise, has partnered with
AgraFlora to fund the retrofit of Propagation Services Canada’s 2,200,000 sq. ft. greenhouse
complex in Delta, BC to grow medical cannabis. DOCC has agree to finance up to a $40 million
investment at a price of approximately $0.45 per AgraFlora share ($2.24 per PUF share) for the
development of a large-scale, commercial medical cannabis cultivation operation.
AGRA and DOCC have agreed to modify the Agreement payment terms announced on
September 25, 2018, October 11, 2018 and November 9, 2018 to the following draw down table:
? October 18, 2018, DOCC advanced $12,500,000 for 5,572,755 PUF Ventures Shares (pre-
split);
? December 10, 2018, DOCC advanced $7,500,000 for 16,718,265 post-split AgraFlora
shares (3,343,653 pre-split PUF shares);
? January 15, 2019, DOCC to advance $5,000,000 for 11,145,510 post-split AgraFlora shares
(2,229,102 pre-split PUF shares);
? March 1, 2019, DOCC to advance $15,000,000 for 33,436,530 post-split AgraFlora shares
(6,687,306 pre-split PUF shares).
Changes to the Agreement also result in modifications to the Earn-In Right to be exercised
according to the following earn-in schedule from AGRA's current 50% portion of Propagation
Services Canada Inc. (“PSC”):
? DOCC has earned a 6.25% of PSC, by satisfaction of $12,500,000 of the defined
subscription obligation;
? DOCC has earned an additional 3.75% (for a total of 10%) of PSC by satisfaction of a
further $7,500,000 of the defined subscription obligations;
? DOCC shall earn an additional 2.5% (for a total of 12.5%) of PSC by satisfaction of a
further $5,000,000 of the defined subscription obligations;
? DOCC shall earn an additional 7.5% (for a total of 20%) of PSC by satisfaction of a
further $15,000,000 of the defined subscription obligations
The proceeds of the subscriptions are to be used exclusively to develop the Delta propagation
complex consisting of 2,200,000 square feet of illuminated greenhouse space and 1,700,000
square feet of “ebb and flood” irrigation space.
Greenhouse plant propagation is a specialization that is used all over the world for a wide variety
of plants. By using third party propagation plants to eliminating propagation costs and optimize
growing operations, Licensed Producers can generate much more revenue and shareholder value
over the long-term. As the first large-scale propagation operation in Canada, and likely the world,
AgraFlora has “first mover advantage” over competitors and has generated much interest from
Licensed Producers across the country.
In a recent review of opportunities within the Canadian cannabis industry, it was evident that
there are
significant benefits to providing flower ready plants to cannabis cultivators. Plant propagation
simplifies growing operations while significantly enhances top line revenue and operating
profits.
Approximately 20 to 30 percent of a license producer’s greenhouse is dedicated to cannabis
propagation. By using third-party propagation services, this area can be repurposed to growing
flowering plants and generate proportional topline revenue increases. In addition, third-party
specialized propagation can improve horticultural and operational challenges:
? Clean stock genetics and offsite genetics bank for LPs.
? Reduced contaminates, pest and disease pressure on flowering plants without crop
failures.
? Less complicated staffing requirements and easier training,
? One purpose facility with more efficient operating procedures.
Furthermore, propagation operations are complicated and require specialized knowledge and
expertise to ensure high quality clones without disease and contaminates. Starter plants
mitigate these challenges and allows cannabis cultivators to focus upon growing and
processing flowering plants.
Vertical Markets

AgraFlora’s management team has been successful creating ancillary businesses like Cannvas
MedTech and Natures Hemp that adds to shareholders value. It will continue to review
opportunities today and in the future.
Cannvas MedTech Inc.
Cannvas was created when non-strategic assets were spun out of
PUF Venture to create a separate independent company.
AgraFlora shareholders received one MTEC share for each seven
PUF Ventures shares held on October 4, 2017.
Cannvas has established itself as a leading digital cannabis educator and business technology
company within the cannabis health sciences space. It designs and builds customer-centric
solutions that enable partners ad clients to harness the power of data to truly understand their
customers, industry, and key business drivers. Its first offering is a scalable, patient-centric life
sciences learning platform for the medical cannabis industry Cannvas.Me. Patients, consumers,
medical practitioner and licensed producers, will use the Cannvas.Me platform for global
interaction and cannabis education.
For more information: www.cannvasmedtech.com.
MTEC began trading on the Canadian Stock Exchange with the symbol MTEC on July 3, 2018,
and on the Frankfurt Exchange with the symbol 3CM on July 18, 2018.
The stock closed on the first day of trading at $0.34 giving the company a market cap of
approximately
$12 million.
Natures Hemp Corp.
PUF Ventures announced a plan of arrangement to spin-out
Natures Hemp, a wholly owned subsidiary on April 4, 2018. Nature
Hemp is a biotechnology and consumer products company
focused on unlocking the true value of hemp and developing a
new generation of plant-based, nutrient rich cannabidiol (CBD)
food, beverage and healthcare related products. The Company is
establishing its own farms to produce high quality organic hemp
plants and using a proprietary extraction technology to produce
legal hemp fibers and CBD extract. Natures Hemp is launching a
premium brand of quality CBD products with an emphasis on health and wellness.
On August 28, 2018 PUF Ventures announced the closing of the plan of arrangement with
Natures Hemp. Natures Hemp was spun-out of PUF to bring real value to the shareholders of
PUF by way of a special dividend. PUF shareholders who held shares on June 18, 2018, the record
date, received one Natures Hemp share for approximately 3.665 PUF shares held.
Natures Hemp is an reporting issuer and is applying to be publicly listed in Canada.
For more information:
https://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00045768
Partnerships
Canopy Growth Corp (TSX: WEED)
AgraFlora has joined the CraftGrow Program to produce high
quality boutique strains of cannabis and sell it to Canopy’s
database of registered customers. Benefits: best growing
practices, strains and lineage. technology and operational
infrastructure, marketing and distribution channels.
Cannabis Compliance Inc.
CCI is one of Canada's original cannabis consulting firms offering risk mitigation, due diligence,
and regulatory licensing consulting services for commercial cannabis producers and resellers.
CCI has extensive expertise in cultivation/horticulture, security designs/tender, facility
designs/build-outs, quality assurance programs, and financial planning.
Cannvas MedTech Inc. (CSE: MTEC)
Cannvas MedTech is a leading business technology company in the cannabis space. We design
and build customer-centric solutions that enable our partners to harness the power of data to
truly understand their customers, industry, and key business drivers.
Casey Houweling
Casey Houweling is a visionary. From the time he was a small boy pruning and picking his
father’s vegetables, Casey has known what he wanted to do with his life. He wanted to be a
farmer, but not a traditional one. Now 60, he heads one of the most technically-advanced and
environmentally-friendly greenhouse operations in the world.
David Hyde Consultants
David Hyde & Associates is an independent consulting practice with access to a national
network of trusted, best in class consultancy partners.
Delta Organic Cannabis Corp.
DOCC is a privately held Toronto-based cannabis investment company backed by preeminent
leaders in Canadian cannabis enterprise.
Natures Hemp Corp.
Nature Hemp is a biotechnology and consumer products company focused on unlocking the
true value of hemp and developing a new generation of plant-based, nutrient rich cannabidiol
(CBD) food, beverage and healthcare related products.
Corporate
Management Team Advisory Board
Mr. Derek Ivany, President & CEO and director
Mr. Christopher Cherry, Chief Financial Officer
Mr. Joseph Perino, Director
Mr. Jerry Habuda, Director
Dr. Cezar Khursigara, a leading researcher
focused on microbiology and biotechnology
applications; and
Dr. Peter Tolias, the Professor and Chair of the
Department of Chemistry and Chemical
Biology and Director of the Center for
Healthcare Innovation at the Stevens Institute
of Technology.
Auditor Transfer Agent
Wolrige Mahon LLP
400 Burrard Street,
Vancouver, BC
V6C1M2
Computershare Investor Services, Inc
Stock Information: (December 10, 2018)
Current: $0.14
52 wk H: $0.41
52 wk L: $0.08
Issued: 340,834,315
Warrants/Options: 52,333,500
Total Outstanding: 393,167,815
Market Cap: $55.0 million
OTHER INFORMATION
SEDAR Filings –
https://www.sedar.com/DisplayProfile.do?lang=EN&issuerType=03&issuerNo=00022839
Canadian Stock Exchange
https://thecse.com/en/listings/life-sciences/agraflora-organics-international-inc