January 27, 2023

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Village Farms International to Obtain All Pure Sunfarms’ Shares it Does Not At this time Individual

VANCOUVER, BC, Sept. 8, 2020 /PRNewswire/ – Village Farms Global, Inc. (“Village Farms” or the “Company”) (NASDAQ: VFF) (TSX: VFF) today introduced it has entered into a definitive buy and sale settlement with Emerald Wellbeing Therapeutics, Inc. (“Emerald”) to obtain 36,958,500 frequent shares of Pure Sunfarms Corp. (“Pure Sunfarms”) owned by Emerald, symbolizing around 41.3% of the issued and outstanding frequent shares of Pure Sunfarms (the “Pure Sunfarms Transaction”).  On completion of the Pure Sunfarms Transaction, Village Farms will own 100% of the popular shares of Pure Sunfarms.  The full order price of C$79.9 million (US$61. million) will be satisfied by means of a C$60. million (US$45.8 million) funds payment and a C$19.9 million (US$15.2 million) promissory observe owing six months from the closing day of the Pure Sunfarms Transaction. The Pure Sunfarms Transaction will be straight away accretive to Village Farms’ net cash flow.

“With this transaction, Village Farms and its shareholders will thoroughly participate in the fiscal achievement of Canada’s premier cannabis provider, and Village Farms will be in a position to completely leverage the success of Pure Sunfarms, as effectively as our decades of expertise and deep organizational capabilities, for our hashish and CBD ambitions in the U.S and picked marketplaces internationally,” claimed Michael DeGiglio, CEO, Village Farms.  “Our possession of all of Pure Sunfarms is a major following phase in making on Village Farms’ foundation as one particular of North America’s leading, vertically-integrated develop suppliers to come to be a diversified, plant-centered client packaged merchandise company to extend into high price, significant-progress alternatives in lawful cannabis and CBD.” 

“As the lower-expense greenhouse cannabis producer in Canada, Pure Sunfarms has generated 7 consecutive quarters of optimistic EBITDA and 6 consecutive quarters of net revenue, and with large-good quality products and solutions that individuals want at an very affordable selling price, stays the main dried flower brand name with the OCS because launching its branded retail goods1. Possessing the entirety of this coveted asset comes at an opportune time as Pure Sunfarms, looking to leverage its dried flower achievements, has just began to roll out its cannabis 2. products based on the very very same value proposition that has resonated so properly with dried flower consumers. As Village Farms’ solitary premier shareholder, I am thrilled to convey this transaction to fruition, and glance ahead to the added alternatives that it makes for our Organization heading forward.”

For the 6-month period ended June 30, 2020, Pure Sunfarms created total web income of C$30.9 million, with gross margin of 44%, internet cash flow of C$9.6 million and EBITDA of C$9.2 million.  Retail branded product sales volumes for the second quarter of 2020 greater 89% compared to the initially quarter of 2020.  In August 2020, Pure Sunfarms was the prime-selling manufacturer of dried flower products and solutions with the Ontario Hashish Retail store (“OCS”), the provincial wholesaler and only on-line retailer in Canada’s most populous province1.  Given that launching its retail branded solutions previous drop, Pure Sunfarms is the top rated-promoting brand of dried flower goods2 with the OCS, with a marketplace share (by kilograms bought) of 13.4%.

The Pure Sunfarms Transaction, which is subject matter to customary closing problems, acceptance by Pure Sunfarms’ and Village Farms’ loan companies and approval by Emerald shareholders, is expected to be finished in late October 2020.  Upon completion of the Pure Sunfarms Transaction, the present Pure  Sunfarms shareholders agreement among Village Farms and Emerald will terminate, Pure Sunfarms’ management and workers will turn into aspect of the Village Farms organization and Village Farms will right away start thoroughly consolidating the money results of Pure Sunfarms.  With the day of closing of the Pure Sunfarms Transaction envisioned to take place right after summary of Village Farms’ third quarter of 2020, Village Farms’ economic success for the a few and nine months finished September 30, 2020 will go on to replicate Village Farms’ 58.3% ownership of Pure Sunfarms as an investment decision in a joint enterprise.

Origin Merchant Associates acted as financial advisor to Village Farms for the Pure Sunfarms Transaction.


1. By pounds marketed.  Knowledge is based mostly on calculations by Pure Sunfarms from sales info supplied by the Ontario Hashish Store (OCS).

2. By both dollar profits and kilograms marketed.  For 11-thirty day period period ended August 31, 2020.  Data is based on calculations by Pure Sunfarms from sales facts supplied by the Ontario Hashish Keep (OCS).

About Village Farms International, Inc.

Village Farms is 1 of the major and longest-functioning greenhouse growers in North America, and is leveraging its a long time of working experience as a big-scale, lower-value intense agriculture and vertically integrated create provider to go after high-price, higher-progress plant-centered Consumer Packaged Merchandise alternatives in cannabis and CBD in North America and chosen marketplaces internationally.

In Canada, British-Columbia-based Pure Sunfarms is a person of the solitary greatest hashish functions in the world, the most affordable-price tag greenhouse producer, a single of the best-offering models, and has created profitability for 6 consecutive quarters.

In the U.S., subject to compliance with all applicable U.S. federal and state rules, Village Farms is pursuing a system to become a top developer and supplier of branded and white-labeled CBD products  concentrating on “big box” and other main suppliers and purchaser packaged goods companies, and with a single the biggest greenhouse functions in place, is effectively positioned for the probable federal legalization of substantial-THC hashish.

Internationally, Village Farms is strategically focusing on chosen, nascent, legal hashish and CBD opportunities with substantial long-phrase possible, with an initial focus on the Asia-Pacific region by its expenditure in Australia-based mostly Altum Intercontinental.

Cautionary Statement Relating to Forward-Hunting Information

This push release consists of forward-hunting statements inside the meaning of the United States Private Securities Litigation Reform Act of 1995, Area 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Part 21E of the Securities Trade Act of 1934, as amended (the “Exchange Act”), and is subject matter to the safe and sound harbor established by these sections. This push release also consists of “forward-looking info” inside the this means of applicable Canadian securities law. We refer to these kinds of ahead-on the lookout statements and forward-wanting information and facts collectively as “ahead-looking statements”. Forward-wanting statements may well relate to the Company’s long run outlook or monetary situation and predicted activities or outcomes and may well include statements relating to the monetary placement, enterprise system, budgets, growth plans, litigation, projected generation, projected charges, funds expenses, economical success, taxes, designs and aims of or involving the Business. Especially, statements pertaining to foreseeable future success, overall performance, achievements, potential customers or options for the Organization, the greenhouse vegetable market or the cannabis business are forward-looking statements. In some cases, forward-wanting info can be discovered by such terms as “outlook”, “may”, “could possibly”, “will”, “could”, “must”, “would”, “happen”, “assume”, “prepare”, “anticipate”, “believe that”, “intend”, “test”, “estimate”, “predict”, “probable”, “go on”, “probably”, “agenda”, “aims”, or the damaging or grammatical variation thereof or other related expressions relating to issues that are not historical points. The forward-looking statements in this press release are subject matter to threats that might include things like, but are not confined to: the closing of the Pure Sunfarms Transaction our confined operating record, such as that of our Pure Sunfarms Corp. joint undertaking for the generation of hashish in Canada (our “Joint Enterprise”) and our start off-up functions of developing hemp in the United States the authorized standing of our Joint Undertaking challenges relating to acquiring supplemental funding, like our dependence on credit score facilities potential challenges in accomplishing and/or keeping profitability variability of merchandise pricing risks inherent in the cannabis, hemp and agricultural corporations the capability of our Joint Enterprise to cultivate and distribute cannabis in Canada present and new governmental rules, together with challenges associated to regulatory compliance and licenses (e.g., our Joint Venture’s skill to attain licenses for its Delta 2 greenhouse facility as nicely as added licenses beneath the Canadian Act Respecting Cannabis To Amend to the Controlled Prescription drugs and Substances Act, the Prison Code and other Acts, S.C. 2018, c. 16 (Canada) for its Delta 3 greenhouse facility), and adjustments in our regulatory specifications dangers relating to conversion of our greenhouses to hashish manufacturing for our Joint Undertaking pitfalls associated to principles and restrictions at the U.S. federal (Foods and Drug Administration  and United States Section of Agriculture), condition and municipal amounts with respect to develop and hemp retail consolidation, technological innovations and other types of competition transportation disruptions solution legal responsibility and other opportunity litigation retention of crucial executives labor troubles uninsured and underinsured losses vulnerability to increasing vitality prices environmental, wellbeing and basic safety pitfalls, overseas trade exposure, pitfalls affiliated with cross-border trade problems in managing our progress restrictive covenants under our credit score facilities natural catastrophes the ongoing and producing COVID-19 pandemic and tax dangers.

The Firm has dependent these ahead-wanting statements on aspects and assumptions about long run situations and fiscal traits that it believes may impact its fiscal situation, success of operations, business enterprise technique and monetary needs. Although the forward-on the lookout statements contained in this press release are primarily based on assumptions that management thinks are fair based on data at the moment accessible to management, there can be no assurance that real final results will be dependable with these forward-hunting statements. Ahead-seeking statements automatically involve recognised and unidentified dangers and uncertainties, numerous of which are outside of the Firm’s control, that may lead to the Company’s or the industry’s actual success, efficiency, achievements, prospective customers and chances in potential periods to vary materially from all those expressed or implied by this kind of forward-looking statements. These dangers and uncertainties contain, among the other issues, the components contained in the Firm’s filings with securities regulators, such as our most latest Annual Report on Kind 10-K, our subsequent Quarterly Reports on Kind 10-Q and Present Reports on Sort 8-K, just about every of which is readily available at www.sec.gov, as perfectly as our filings on SEDAR, offered at www.sedar.com. In certain, we warning you that our ahead-searching statements are issue to the ongoing and creating circumstances linked to the COVID-19 pandemic, which may possibly have a materials adverse outcome on our enterprise, functions and upcoming economic outcomes.

When relying on ahead-on the lookout statements to make selections, the Business cautions readers not to place undue reliance on these statements, as ahead-on the lookout statements include substantial threats and uncertainties and should really not be study as ensures of future outcomes, general performance, achievements, prospects and opportunities. The ahead-searching statements created in this press launch relate only to occasions or information as of the day on which the statements are created in this press launch. Other than as needed by regulation, the Firm undertakes no obligation to update or revise publicly any ahead-seeking statements, no matter whether as a final result of new information, long term activities or usually, after the date on which the statements are produced or to mirror the occurrence of unanticipated gatherings.

Source Village Farms International, Inc.

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