Village Farms International, Inc. announced it has completed its previously announced registered direct offering with certain institutional investors for the purchase and sale of an aggregate of 18,350,000 common shares at US$1.35 per share, together with accompanying warrants to purchase up to 18,350,000 common shares, which have an exercise price of US$1.65 per share (the “Offering”). The proceeds from the sale of the common shares are approximately US$25 million, before deducting placement agent fees and other offering expenses payable by Village Farms. The warrants will be exercisable beginning on July 30, 2023 and will expire on July 30, 2028. Proceeds from the exercise of all the warrants would be approximately US$30 million over this period.
The net proceeds from this Offering are intended to be used for general working capital purposes. Upon closing of the Offering, there were 110,238,929 issued and outstanding common shares of Village Farms. A.G.P./Alliance Global Partners and Cantor Fitzgerald & Co. acted as co-lead placement agents for the Offering.
Updated Early Warning Disclosure
As a result of the Offering, Michael DeGiglio’s (founder, President, Chief Executive Officer and Director of Village Farms) ownership of Village Farms was diluted below 10% of Village Farms’ issued and outstanding common shares. Immediately prior to closing of the Offering, Mr. DeGiglio beneficially owned 9,259,529 common shares of Village Farms and vested stock options exercisable for 1,180,722 common shares of Village Farms, collectively representing approximately 11.4% of the issued and outstanding common shares of Village Farms (assuming the exercise of the vested stock options). Mr. DeGiglio did not participate in the Offering. Immediately following closing of the Offering, Mr. DeGiglio continues to beneficially own 9,259,529 common shares of Village Farms and vested stock options exercisable for 1,180,722 common shares of Village Farms, collectively representing approximately 9.4% of the issued and outstanding common shares of Village Farms (assuming the exercise of the vested stock options).
Because Mr. DeGiglio now owns or exercises control or direction over less than 10% of the issued and outstanding common shares of Village Farms, Mr. DeGiglio is no longer subject to ongoing early warning reporting requirements under applicable Canadian securities laws in respect of his ownership of Village Farms. In the future, Mr. DeGiglio may from time to time dispose or acquire ownership of, or control or direction over, additional common shares of Village Farms for investment purposes.
About Village Farms International, Inc.
Village Farms leverages decades of experience as a large-scale, Controlled Environment Agriculture-based, vertically integrated supplier for high-value, high-growth plant-based Consumer Packaged Goods opportunities, with a strong foundation as a leading fresh produce supplier to grocery and large-format retailers throughout the US and Canada, and new high-growth opportunities in the cannabis and CBD categories in North America and selected markets internationally.
