Affinor Growers Inc C.AFI

Alternate Symbol(s): RSSFF

Industrials

Affinor Growers Inc. is a Canada-based vertical farming technology company. The Company is a patented technology developer and supplier of turnkey vertical farming facilities, including greenhouse, growing towers, automation and cultivation processes. It has designed and developed the vertical farming tower for soil-based growing for strawberry production. The Company has vertically integrated growing systems that can offer automated mechanical pollination for fruiting crops and vertical solutions for the vertical farming industry. It is growing strawberries at four levels in a 15,000 square foot leased greenhouse in Abbotsford British Columbia. The rotating towers have been specifically designed to increase plant density and overall production within a greenhouse, an indoor growing operation and outdoors. It has also developed and patented its own growing towers in Canada, the United States, Colombia and Aruba.

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Affinor Growers Inc > The Defendants

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Comment by NeedAPoolon Feb 22, 2021 1:14pm

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Post# 32627380

RE:The Defendants

In case you don't want to read through the whole thing...here is the summary of the situation.

The Scheme

102. Between January 2018 to August 2018, each of the Purported Consultants agreed to and did participate in a scheme whereby certain of the Purported Consultants subscribed to shares in the Issuers in 13 different private placements, two in each of Beleave and Citation Corp. and one of each of the other nine Issuers, as set out in further detail in paragraphs 121 to 296 below (the “Private Placements”) on the following terms (the “Scheme”):

shortly before or contemporaneously with the Private Placement, the Issuer would enter into consulting agreements with the Purported Consultants who were acquiring shares under the Private Placement as a condition of them doing so, and for some if not all of the Private Placements, with certain other Purported Consultants who were not acquiring shares under the Private Placement, as a further condition of the participation in the Private Placement of the Purported Consultants who were acquiring shares;
the consulting agreements entered into with the Issuers would provide for payment of lump sum consultant fees to the Purported Consultants who entered in the consulting agreements, to be paid on the closing of the Private Placement or shortly thereafter;
on the closing of the Private Placement, the Purported Consultants who were acquiring shares under the Private Placement would pay an amount to the Issuer for those shares at the price per share publicly disclosed by the Issuer to be the purchase price for shares issued under the Private Placement (the “Disclosed Share Price”);

https://hbmlaw.sharepoint.com/sites/3702/Shared Documents/01E Draft Pleadings/PLEA0001 - Notice of Civil Claim.docx

- 18 -

the Issuers distributed the shares to Purported Consultants who were acquiring them under the Private Placement pursuant to the consultant exemption to the prospectus requirement in s. 2.24 of the Canadian Securities Administrators’ (the “CSA”) National Instrument 45-106 (the “Consultant Exemption”);
on the same day as the Private Placement closed, or shortly thereafter, the Issuer paid the lump sum consultant fees payable under the consulting agreement to the Purported Consultants who entered into those agreements from the proceeds of the Private Placement; and
the total amount paid to the Purported Consultants under the consulting agreements consisted of a significant portion, and in some cases, substantially all of the proceeds of the Private Placement.