Village Farms Intl Inc (VFF)

[greenwillow]

Village Farms Opts to Receive $5.94 Million Cash Refund from Pure Sunfarms

Jan 16, 2020

https://www.prnewswire.com/news-releases/village-farms-opts-to-receive-5-94-million-cash-refund-from-pure-sunfarms-300988624.html

VANCOUVER, Jan. 16, 2020 /PRNewswire/ - Village Farms International, Inc. ("Village Farms") (TSX: VFF;Nasdaq: VFF) today announced that it has opted to receive a $5.94 million cash refund from Pure Sunfarms Corp. ("Pure Sunfarms") relating to an additional equity contribution that Village Farms made to Pure Sunfarms on November 19, 2019 (the "VF Additional Equity Contribution").

As previously disclosed by Emerald Health Therapeutics, Inc. ("Emerald"), it has been disputing Village Farms' ability to make the VF Additional Equity Contribution of $5.94 million, as well as the cancellation of 5,940,000 common shares of Pure Sunfarms placed in escrow pending payment by Emerald of its related $5.94 million equity contribution, following its failure to make its required equity contribution to Pure Sunfarms on November 1, 2019. In an effort to narrow the issues in dispute and accelerate the resolution of this shareholder dispute, Village Farms decided to unwind the VF Additional Equity Contribution, which has now been completed, with Pure Sunfarms providing Village Farms with the $5.94 million cash refund. The $5.94 million cash refund to Village Farms also eliminates the costs and delays involved in obtaining an independent appraisal of Pure Sunfarms that resulted from the VF Additional Equity Contribution.

Village Farms continues to seek the cancellation of 5,940,000 common shares of Pure Sunfarms that were placed in escrow pending payment by Emerald of its related equity contribution (the "Emerald Share Cancellation"), which was not made as required. It is Village Farms' position that the Emerald Share Cancellation is expressly provided for in the applicable legal agreements.

"Due to the arbitration process related to the Emerald Share Cancellation taking significantly longer than originally anticipated, and with the resulting number of incremental shares for our $5.94 million equity contribution unknown, we decided to reduce the number of items in dispute in an effort to bring the matter to resolution sooner for Village Farms and its shareholders," said Michael DeGiglio, CEO, Village Farms. "In addition, as a result of the $5.94 million cash refund to Village Farms, we anticipate that Pure Sunfarms may call for additional equity contributions by each of Village Farms and Emerald."

If Village Farms is successful in the arbitration and Emerald's escrowed shares are cancelled, Village Farms would own 53.5% of Pure Sunfarms and Emerald would own 46.5% effective as of November 19, 2019. Village Farms expects a decision from the arbitration panel during the second half of 2020.