Vancouver, British Columbia, March 22, 2019 – Organic Flower Investments Group Inc. (the “Company”) is pleased to announce that, further to its news release dated December 7, 2018 and in connection with its recent acquisition of all of the issued and outstanding shares of 1180782 B.C. Ltd. d/b/a Delta Organic Cannabis (“DOC”), the Company, through its wholly owned subsidiary DOC, has acquired an additional 44,852,040 common shares of Agraflora Organics International Inc. (“Agra”) (CSE: AGRA) in consideration for a cash payment $20,000,000 pursuant to an equity participation and earn‐in agreement (the “Earn‐In Agreement”) between DOC and Agra.
To date, DOC has advanced $40,000,000 for 89,704,080 common shares of Agra under the terms of the Earn‐In Agreement. Agra, a growth‐oriented and diversified company focused on the international cannabis industry, will use the proceeds of the Earn‐In Agreement for the development of a large scale 2.2 million square foot commercial medical cannabis cultivation operation in Delta, British Columbia. The retrofit of the 2,200,000 square foot complex has been split into three phases: Phase 1 includes the retrofit of 350,000 square feet, including post‐production facilities, completion scheduled for Q1 2019; Phase 2 includes an additional 1,450,000 square feet to be completed by Q4 2019; and the final phase consisting of 400,000 square feet. Initial activities of the retrofit include site preparation for propagation operations including 250,000 square feet of flowering area, development of standard operation procedures and completion of security audit and development of overall plan, plus ordering of long lead time items and planning with plant genetic experts in preparation for the first crop. In addition to an equity interest in Agra itself, DOC will receive a 20% direct interest in the facility itself. Additionally, Agra has ownership in several cannabis companies, including AAA Heidelberg and Propagation Services Canada in Canada, a large‐scale greenhouse project in Australia, and is actively pursuing other opportunities within the cannabis industry.
Following the completion of the Company’s acquisition of DOC on March 18, 2019, the Company disposed of 44,852,040 common shares of Agra pursuant to a purchase and sale agreement resulting in the Company holding nil common shares of Agra. Immediately following completion of the aforementioned advance pursuant to the Earn‐In Agreement, the Company had control and direction, through DOC, of 44,852,040 common shares of Agra representing 10.12% of the issued and outstanding shares of Agra on a non‐diluted basis. The Company acquired control and direction over the common shares in connection with the Earn‐In Agreement 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.
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.