Emerald Health Therapeutics, Pure Sunfarms, and Village Farms Settle All Disputes
03 March 2020 - 11:00PM
Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX:
EMHTF) has entered into a settlement agreement (the "Settlement
Agreement") with Village Farms International, Inc. ("Village
Farms") and Pure Sunfarms Corp. ("PSF," and together with Emerald
and Village Farms, the "Parties") regarding disputes between the
Parties (the "Settlement"). On completion of the Settlement the
arbitration process involving the Parties will be discontinued.
“We are pleased to have reached a comprehensive
Settlement Agreement that resolves all disputes among the Parties,"
said Riaz Bandali, President and Chief Executive Officer of
Emerald. "The Settlement Agreement allows Emerald, PSF and Village
Farms to put their previous disputes aside and work together toward
building on the tremendous performance of PSF to date.”
Pursuant to the Settlement Agreement, the supply
agreements (collectively, the "Supply Agreements") entered into
between Emerald and PSF dated December 21, 2018, which was for the
40% supply provision by PSF to Emerald in 2019, at a guaranteed
price for 2019, and March 29, 2019, which was for the 25% supply
provision by PSF, at a guaranteed price adjusted on a semi-annual
basis to Emerald from 2020 to the end of 2022, respectively, will
both be terminated effective as of December 31, 2019, and Emerald
will be released from all previous, current, and future
obligations, liabilities and payments thereunder. The termination
of the Supply Agreements removes the uncertainty regarding the
potential obligation of Emerald to make any payments to PSF under
the terms of those Agreements and provides Emerald with full
flexibility regarding future access to, and supply of, wholesale
cannabis.
In exchange, Emerald will forfeit all amounts
due from PSF pursuant to a shareholder’s loan of $13 million plus
accrued interest of $1.1 million that Emerald previously advanced
to PSF, and it will issue a promissory note to PSF in the amount of
$952,237.
Emerald will cancel 5,940,000 of its common
shares of PSF (currently held in escrow), fully resolving all
issues in the arbitration process related to Emerald’s decision to
offset a $5.94 million payment against its shareholder loan in
November 2019 regarding Delta 2. Emerald has also agreed to
transfer 2.5% of its PSF equity to Village Farms.
The Parties have agreed that $8,000,000 provided
by Village Farms to PSF in 2020 will be converted into additional
common shares of PSF.
Upon completion of the Settlement and the other
transactions referred to above, Emerald will hold a 42.6% equity
interest in PSF and retain three of six seats on the PSF board of
directors.
The Parties have agreed to use their reasonable
commercial efforts to complete the Settlement by March 6, 2020.
Completion of the Settlement is subject to the delivery of certain
documents by all Parties. Although Emerald expects the settlement
transactions to close, as described herein, no assurance can be
given that such transactions will ultimately close.
About Emerald Health
Therapeutics
Emerald Health Therapeutics, Inc. is committed
to creating new consumer experiences with recreational and
wellness-oriented cannabis products. With an emphasis on innovation
and production excellence, Emerald has built a platform of distinct
operating assets designed to uniquely serve the Canadian
marketplace and international opportunities. These assets, all in
full production, include: Pure Sunfarms, its Joint Venture in
British Columbia, with its 1.1 million square foot Delta 3
greenhouse operation producing high quality, affordably priced
products; Verdélite, a premium craft operation with an 88,000
square foot indoor facility in Québec; and Metro Vancouver, a
health and wellness-oriented organic greenhouse (78,000 square
feet) and outdoor operation. Its Emerald Naturals joint venture is
creating a new wellness product category with its non-cannabis
endocannabinoid-supporting product line and is expanding
distribution across Canada.
Please visit www.emeraldhealth.ca for more information or
contact: Jenn Hepburn, Chief Financial Officer (800) 757 3536 Ext.
#5
Emerald Investor Relations (800) 757 3536 Ext.
#5invest@emeraldhealth.ca
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements: Certain statements made in this press release that are
not historical facts are forward-looking statements and are subject
to important risks, uncertainties and assumptions, both general and
specific, which give rise to the possibility that actual results or
events could differ materially from our expectations expressed in
or implied by such forward-looking statements. Such statements
include: completion of the transactions set out in the Settlement
Agreement; discontinuance of the arbitration process; production
and processing capacity of various facilities; expansion of
facilities; and expansion of distribution of
endocannabinoid-supporting products.
We cannot guarantee that any forward-looking
statement will materialize, and readers are cautioned not to place
undue reliance on these forward-looking statements. These
forward-looking statements involve risks and uncertainties related
to, among other things, changes of law and regulations; changes of
government; failure to obtain regulatory approvals or permits;
failure to obtain necessary financing; results of production and
sale activities; results of scientific research; regulatory
changes; changes in prices and costs of inputs; demand for labour;
demand for products; failure of counter-parties to perform
contractual obligations; as well as the risk factors described in
Emerald’s annual information form and other regulatory filings. The
forward-looking statements contained in this press release
represent our expectations as of the date hereof. Forward-looking
statements are presented for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to obtain a better understanding of our
anticipated operating environment. Readers are cautioned that such
information may not be appropriate for other purposes. Emerald
undertakes no obligations to update or revise such statements to
reflect new circumstances or unanticipated events as they occur,
unless required by applicable law.
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