Village Farms International Announces $25 Million Bought Deal Public Offering of Common Shares
VANCOUVER, Oct. 10, 2019 /CNW/ – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (NASDAQ: VFF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Beacon Securities Limited (“Beacon”), as sole bookrunner, and GMP Securities L.P. (together with Beacon, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 2,660,000 common shares (the “Offered Shares”) in the capital of the Company at a price of $9.40 per Offered Share (the “Issue Price”) for aggregate gross proceeds to the Company of $25,004,000 (the “Offering”). (All figures are in Canadian dollars unless otherwise stated.)
In addition, the Company has granted the Underwriters an over-allotment option to purchase up to an additional number of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering at the Issue Price, exercisable in whole or in part, by Beacon, on behalf of the Underwriters, at any time, and from time to time, up to 30 days from the closing of the Offering.
The closing of the Offering is expected to occur on or about October 22, 2019 and is subject to the completion of formal documentation and receipt of all necessary regulatory and stock exchange approval. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
The Offered Shares will be offered in each of the provinces of Canada, other than Québec, pursuant to the Company’s base shelf prospectus dated June 20, 2019 (the “Base Prospectus”) and may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “1933 Act”)) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act, or under other exemptions from the registration requirement that are available under the 1933 Act, and pursuant to any applicable securities laws of any state of the United States. The Offered Shares may also be sold in such other jurisdictions as the Company and Beacon may agree. The terms of any offering will be described in a prospectus supplement to be filed with the securities commission in each of the provinces of Canada, other than Québec (the “Prospectus Supplement”).
Copies of the Prospectus Supplement, following filing thereof, and accompanying Base Prospectus will be available on SEDAR at www.sedar.com. Alternatively, copies of the Prospectus Supplement and Base Prospectus may be obtained, when available, from Beacon Securities Limited, 66 Wellington Street West, Suite 4050, Toronto, ON M5K 1H1. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Prospectus Supplement and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Village Farms International, Inc.
Village Farms is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. Village Farms produces and distributes fresh, premium-quality produce with consistency 365 days a year to national grocers in the U.S. and Canada from more than nine million square feet of Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in British Columbia, Ontario and Mexico. The Company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its 50% ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The Company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp-derived CBD market, subject to compliance with all applicable U.S. federal and state laws, Village Farms has established two joint ventures, Village Fields Hemp and Arkansas Valley Green and Gold Hemp, for outdoor hemp cultivation and CBD extraction and is pursuing controlled environment hemp production at a portion of its Texas greenhouse operations, which total 5.7 million square feet of production area.
