AgraFlora Closes Acquisition of Organics Flower's Downstream and Product Formulation Asset Portfolio
VANCOUVER, British Columbia, June 07, 2019 (GLOBE NEWSWIRE) -- Organic Flower Investments Group Inc. (CSE: SOW)(FWB: 2K6)(OTC: QILFF) ("Organic Flower" or “OFIG” or the “Company”) is pleased to announce that the Company has completed a transaction relating to the sale of its downstream and product formulation portfolio (the “Assets”) to AgraFlora Organics International Inc. (CSE: AGRA) (FWB: PU31) (OTCPK: PUFXF) (“AgraFlora”). Pursuant to the terms of an executed Asset Purchase and Sale Agreement (the “Agreement”), this transaction reunites 70 per cent of Agraflora’s joint venture entity, Propagation Services Canada’s (“PSC”) 2,200,000 square foot Delta Greenhouse Complex under a consolidated corporate umbrella.
Under the terms of the executed Agreement, AgraFlora will issue 1.15 common shares in the capital of AgraFlora for each one (1) issued and outstanding share of Organic Flower (the “Consideration Shares”). It is anticipated that the Consideration Shares will be distributed to the shareholders of Organic Flower upon formal establishment of a record date.
As per the terms of the executed Agreement, AgraFlora has acquired the following Assets from Organic Flower:
- 20% interest in the flagship 2,200,000 square foot Delta Greenhouse Complex;
- Exclusive trans-European distribution and GMP cannabis processing/finishing agreements comprised of 80,000 retail endpoints/pharmacies, spanning 16 countries; and,
- Array of domestic downstream/product formulation operations, comprised of:
- Joint-Venture (“JV”) with one of North America’s largest manufacturer and distributor of chocolate and sugar confectionary products;
- Exclusive partnership with a leading Toronto-based Brewhouse with planned output capacity of over 200,000 HL per annum, to formulate, manufacture and distribute cannabinoid-infused beverages;
- Canadian CBD cosmetics/topicals manufacturing company, equipped with a vertically integrated, farm-to-face model;
- 76 acres of un-zoned agricultural land with 1,000 feet of river frontage in New Brunswick, including 17,500 square feet of commercial-grade facilities and 12 separate structures;
- Health Canada awarded cannabis research licence and an Industrial Hemp License;
- Exclusive North American contract manufacturing and distribution agreement with the world’s first professional sports team to introduce its own branded CBD-infused performance product line;
- Strategic procurement, warehousing, domestic/international product registration and regulatory representation capabilities;
- Exclusive cannabinoid-infused supply and distribution agreement with a premier Canadian Bottler;
- Sole Canadian manufacturer and distributor of an innovative beverage dispensing cap technology- equipped with a proprietary cannabinoid delivery mechanism;
- Proprietary manufacturing process and formulation catalogue for a Nicorette-inspired medicinal cannabinoid product line;
- Canadian exclusive rights to a catalogue of cannabinoid-infused product formulations;
- Exclusive rights to a portfolio of 57 registered trademarks in Canada for a diversified range of cannabis products and services; and,
- Sub-licensing agreement exclusive sub-license to market and distribute