Vancouver, British Columbia, March 18, 2019 – Organic Flower Investments Group Inc. (“OFIG” or the “Company”) announces that, further to its news release dated March 6, 2019, it has closed the acquisition (the “Acquisition”) of all of the issued and outstanding shares of 1180782 B.C. Ltd. d/b/a Delta Organic Cannabis (“DOC”) that it did not otherwise own, in consideration of the issuance of an aggregate of 54,687,503 units of the Company (“Units”). Each Unit consists 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.
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.
In connection with the Company’s acquisition of DOC, it has acquired control and direction of 44,582,040 common shares of AgraFlora Organics International Inc. (“Agra”) of 804‐750 W. Pender Street, Vancouver, British Columbia, V6C 2T7. Immediately before the Acquisition, the Company held nil common shares of Agra. Immediately after the Acquisition, the Company had control and direction of 44,582,040 common shares of Agra, representing approximately 11.2% of the outstanding common shares of Agra on a nondiluted basis. The Company acquired control and direction over the common shares in connection with the Acquisition of DOC and for investment purposes. The Company may sell its securities of Agra either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Finders’ fees were paid in conjunction with the Acquisition.
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.