Vancouver, B.C., August 24, 2023 - Affinor Growers Inc. (“Affinor” or the “Company”) (CSE:
AFI) (OTCQB: RSSFF) announces that it has entered into an assignment and assumption
agreement dated August 23, 2023 (the “Assignment Agreement”) with Nicholas Brusatore
(“Brusatore”) and 1000538496 Ontario Inc. (the “Purchaser”). As set out in the Company’s news
release dated January 22, 2021, the Company agreed to lease approximately 27,000 aggregate
square feet of rentable area, consisting of a 15,000 square foot greenhouse operation and a 12,000
square foot composting building located in in Abbotsford, British Columbia (the “Premises”) from
Brusatore pursuant to a lease agreement dated January 21, 2021 (the “Original Lease
Agreement”). Brusatore sold the Premises to the Purchaser in June 2023. Pursuant to the Assignment Agreement, the rights and obligations granted to Brusatore pursuant to the Original Lease Agreement have been assigned to and assumed by the Purchaser. The terms of the Original Lease Agreement remain unchanged.
The entering into of the Assignment Agreement constitutes a “related party transaction” within the
meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”) as Brusatore is a director and officer of the Company and the principal
of the Purchaser, Ben Hogervorst, is a director and officer of the Company. The transaction is exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 pursuant to sections 5.5(d)(ii) and 5.7(1)(c) as the transaction is with respect to a lease of real property under an agreement on reasonable commercial terms that, considered as a whole, are not less advantageous to the Company than if the lease was with a person dealing at arm’s length with the Company and the existence of which has been generally disclosed