Vancouver, British Columbia, March 6, 2019 – Organic Flower Investments Group Inc. (“OFIG” or the “Company”) announces that it has agreed upon preliminary terms providing for the acquisition (the “Acquisition”) by the Company of all of the issued and outstanding shares of 1180782 B.C. Ltd. d/b/a Delta Organic Cannabis (“DOC”) that it does not otherwise own, in consideration of the issuance of an aggregate of 54,687,500 units of the Company (“Units”). Each Unit shall be comprised of one common share of OFIG and one common share purchase warrant that is exercisable into one common share of OFIG at a price of $0.65 until December 5, 2020. OFIG currently owns approximately 27% of the issued and outstanding shares of DOC, and following the closing of the Acquisition, DOC will become a wholly‐owned subsidiary of OFIG.
DOC’s sole asset is an equity participation and earn‐in agreement (the “Agreement”) with Agraflora Organics International Inc. (“Agra”) (CSE: AGRA), a growth‐oriented and diversified company focused on the international cannabis industry. Pursuant to the Agreement, DOC has acquired common shares of Agra.
The closing of the Acquisition is subject to several conditions including, but not limited to the following:
(i) execution of definitive agreements;
(ii) satisfactory completion of due diligence; and
(iii) receipt of all requisite shareholder and regulatory approvals, including the approval of the Canadian Securities Exchange.
Finders’ fees will be payable in conjunction with the transaction.
Further details of the proposed Acquisition will be announced by the Company in due course.
For further information, please contact:
Organic Flower Investments Group Inc.
Theo van der Linde, Director
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
Forward Looking Statements
This news release contains certain forward‐looking information and statements within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “may”, “might”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward‐looking information and/or statements. Forward‐looking statements and/or information are based on a number of material factors, expectations and/or assumptions of the Company which have been used to develop such statements and/or information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward‐looking statements and/or information are reasonable, undue reliance should not be placed on forward‐looking statements as the Company can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding, among other things: execution of a definitive agreement and receipt of all applicable regulatory and shareholder approvals to complete the Acquisition; satisfaction of conditions precedent to the completion of the Acquisition and other matters disclosed in the continuous disclosure filings of the Company from time to time. The forward‐looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such information and/or statements, including the assumptions made in respect thereof, involve known and unknown risks, uncertainties and other factors that may cause actual results and/or events to differ materially from those anticipated in such forward‐looking information and/or statements including, without limitation: risks associated with the uncertainty of obtaining all applicable regulatory and shareholder approvals and satisfying other conditions of closing and/or certain other risks detailed from time‐to‐time in the Company’s public disclosure documents (including, without limitation, those risks identified in this news release and the Company’s’s current management’s discussion and analysis). Furthermore, the forward‐looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligations to publicly update and/or revise any of the included forward‐looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws.