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Village Farms International Reports Third Quarter 2019 Financial Results – Canadian Cannabis JV, Pure Sunfarms, Achieves Fourth Consecutive Quarter of Positive EBITDA, All-In Cost of Production of C$0.63 per Gram, Gross Margin of 69% and EBITDA Margin of 56%

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Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (NASDAQ: VFF) today announced its financial results for the third quarter and nine-month period ended September 30, 2019.  All figures are in U.S. dollars unless otherwise indicated.

Village Farms’ Financial and Corporate Highlights for the Third Quarter Ended September 30, 2019
(All comparable figures are for the third quarter ended September 30, 2018)

  • Produce sales were US$38.3 million compared with US$39.7 million;
  • Net loss before tax of (US$6.5 million) and included the loss from Pure Sunfarms Corp. (“Pure Sunfarms”) of (US$0.9 million) (Village Farms’ share based on its 50% ownership).  This compares with a net loss before tax of (US$2.7 million);
  • Loss per share was (US$0.10) compared with loss per share of (US$0.04);
  • EBITDA loss was (US$2.4 million), including the positive contribution from Pure Sunfarms of US$5.0 million (C$6.6 million) (Village Farms’ 50% share).  This compares with an EBITDA loss of (US$2.0 million); and
  • Subsequent to quarter end, completed a bought deal offering of 3,059,000 common shares at a price of C$9.40 per share for aggregate gross proceeds to the Company of C$28,754,600.

Third Quarter Financial Results for Village Farms’ Canadian Cannabis Joint Venture, Pure Sunfarms
(There were are no comparable results for the third quarter ended September 30, 2018 as no production existed.)

  • Net sales (before Village Farms’ 50% share), which consisted entirely of dried cannabis sold predominantly to other licensed producers, were C$24.0 million (US$18.1 million).  Late in the third quarter, Pure Sunfarms began shipping branded packaged product to the Ontario Cannabis Store (“OCS”);
  • Sales for the third quarter did not include C$7.2 million that was invoiced to Emerald Health Therapeutics (see “Update on Pure Sunfarms’ Supply Agreement with Emerald Health Therapeutics” below);
  • Cost of goods sold (“all in cost”) per gram was C$0.63 (US$0.48) per gram;
  • Gross margin was 69%;
  • Selling, general and administrative expenses (before Village Farms’ 50% share) of C$3.7 million (US$2.8 million) or 12% of revenue;
  • Net loss (before Village Farms’ 50% share) of (C$2.4 million) ((US$1.8 million)) which included the non-cash impact of a net charge of (C$12.6 million) due to a change in value of the biological asset; and,
  • EBITDA (before Village Farms’ 50% share) was C$13.3 million (US$10.1 million), marking Pure Sunfarms’ fourth consecutive quarter of positive EBITDA and resulting in an EBITDA margin of 56%.

Recent Highlights for Village Farms’ Canadian Cannabis Joint Venture, Pure Sunfarms

  • Pure Sunfarms was the top performing brand of dried flower by both kilograms sold and dollar sales with the OCS in October 2019, achieving 16% market share (by kilograms sold).  Pure Sunfarms’ dried flower products outsold the second ranked dried flower brand’s products two to one (by kilograms sold).  In addition:
    • Pure Sunfarms’ Afghan Kush was the top selling dried flower product with the OCS in October;
    • Three of the seven top selling dried flower products with the OCS in October were Pure Sunfarms products

      Pure Sunfarms shipped its first order of branded dried cannabis products to the OCS in late September (followed by multiple reorders) following receipt from Health Canada on September 6, 2019 of the amendment to its license permitting it to sell and distribute packaged, branded dried cannabis products directly to provincial/territorial wholesalers and authorized private retailers in Canada;
  • In B.C., Pure Sunfarms’ sold out its first order to the BC Liquor Distribution Branch (“BCLDB”) (which has since re-ordered) in under three weeks to rank among the top ten brands by sales for all product categories in October.  Pure Sunfarms began selling branded, packaged dried cannabis products to the BCLDB in October following entry into a supply agreement in September;
  • Completed installation of extraction equipment (with processing capacity of 35,000 kilograms of biomass annually) in its new 65,000 square foot state-of-the-art processing center within the Delta 3 greenhouse facility in preparation for Cannabis 2.0. The processing centre has been designed for full GMP compliance and certification to allow for future exportation, and is expected to be operational as soon as possible, subject to Health Canada licensing and in-house calibration and testing;
  • Achieved full run-rate annual production of 75,000 kilograms of dried cannabis at its 1.1 million square foot Delta 3 greenhouse facility; and
  • Commenced conversion of the interior of its second 1.1 million square foot greenhouse operation, the Delta 2 greenhouse facility, for cannabis production, which is conservatively expected to double Pure Sunfarms’ annual output at full production to more than 150,000 kilograms.  Conversion of the Delta 2 greenhouse facility, which has been designed for full GMP compliance and certification to all for future exportation, remains on schedule, with cannabis production expected to commence during the second quarter of 2020 and the facility is expected to be operating at full run rate production by the end of 2020.  Pure Sunfarms has submitted to Health Canada its application for the initial Cultivation License for the Delta 2 greenhouse facility.

Recent Highlights for Village Farms’ U.S. Hemp/CBD Program

The Company’s joint ventures for outdoor hemp production and processing in the U.S. recently completed harvesting of approximately 625 acres of the approximately 870 acres of hemp planted in 2019, achieving an average yield of approximately 1,600 pounds per acre harvested, well in excess of its projections. The Company expects to commence sales of hemp biomass as early as the fourth quarter of 2019.

“We are pleased to report another quarter in which Pure Sunfarms continued to set the standard for performance as a best-in-class cannabis operation, which again drove strong financial performance,” said Michael DeGiglio, Chief Executive Officer, Village Farms.  “Pure Sunfarms’ achieved its fourth consecutive quarter of positive EBITDA, with an industry leading all-in cost of production of C$0.63, gross margin of 69% and EBITDA margin of 56%.  In the 12 months since adult-use cannabis was legalized in Canada in October 2018, Pure Sunfarms has already generated C$47 million in EBITDA, an especially impressive number given that its operations were ramping up throughout most of that period.”

“Pure Sunfarms is now proving itself as a leading cannabis brand, ranking as the number one selling dried flower brand by a wide margin with the Ontario Cannabis Store in October, and having the overall top selling dried flower product, as well as three of the seven top-selling dried flower product. We look forward to Pure Sunfarms building on this tremendous initial success as it launches its pre-rolled dried products, adds provincial supply agreements, starts its extraction operations online for the roll out of oils and other new product forms under Cannabis 2.0 in the first half of next year, and more than doubles its output, further supporting its low production costs.”

“Pure Sunfarms continues to execute very well on what is under its control.  Even as one of the largest Canadian adult-use cannabis suppliers by dollars sold, third quarter sales were constrained by the limited physical retail store infrastructure in Canada, as well as the C$7.2 million that could not be recognized. We built Pure Sunfarms, however, for profitability out of the gate, even in a commoditized environment, and it is one of the few and most profitable Canadian cannabis companies.  With industry-leading cost production and a brand and products that are clearly resonating with consumers, Pure Sunfarms remains well positioned to continue to be a dominant supplier as the Canadian adult-use cannabis market continues to develop and expand.”

“In our U.S. outdoor hemp program, we recently completed harvest of our 2019 crop, highlighted by yields that were well above our projections.  We remain on track to begin generating profitable hemp sales as early as the fourth quarter of this year.  Importantly, our first growing season has provided significant learnings that will be invaluable going forward.  In our greenhouse hemp program, we continue to work with Texas Department of Agriculture on the implementation of its hemp regulatory framework subject to the recently published US Department of Agriculture rules and are optimistic that licensing could commence in the first quarter of 2020.  As we did in Canada with Pure Sunfarms, we are building a rock-solid foundation of exceptional growing operations from which to aggressively pursue our objective to launch our own white-labelled and branded CBD products in 2020.”

“In our produce business, we continue to make steady progress in the transition of the production displaced for cannabis and hemp production to third-party growing partners, recently adding approximately 120 acres with partners in Mexico and Canada to bring the total to nearly 300 acres.  During this period of transition, we will continue to experience some impact on our financial results, more so in some quarters than others, which in the third quarter contributed to a net loss for the produce business of US$5.1 million.”

Update on Pure Sunfarms’ Supply Agreement with Emerald Health Therapeutics

Pursuant to the terms of a Supply Agreement that Pure Sunfarms has with Emerald Health, Emerald has an obligation to purchase 40% of Pure Sunfarms cannabis production at a fixed price, subject to the terms and conditions of the Supply Agreement. To the extent that Emerald does not fulfill its purchase obligation, Pure Sunfarms is able to sell that excess production to other parties in the open market. The Supply Agreement stipulates that Emerald is required to pay Pure Sunfarms the difference between the fixed price and the selling price realized from other parties.  During the quarter ended September 30, 2019, Emerald did not fulfill its purchase obligation and Pure Sunfarms sold the product on the open market to arm’s length parties at prices lower than the fixed price in the Supply Agreement. As a result, under the terms of the Supply Agreement, Pure Sunfarms billed Emerald for the difference which amounted to approximately C$7.2 million. On October 15, 2019, Emerald issued a press release that indicated they do not agree that they have any liability with respect to these amounts.

Under IFRS 15 – Revenue from contracts with customers (paragraph 9 (e))a customer needs to have an intent and ability to pay in order for a company to recognize revenue. Given that Emerald has issued a press release indicating that they do not agree that they have a liability with respect to these amounts, Pure Sunfarms has determined that all of the criteria under IFRS 15 to recognize this revenue were not met as Emerald has demonstrated that they do not have an intent to pay, and as a result has not recorded the revenue related to these amounts.

We understand that Emerald is in the process of investigating its liability to Pure Sunfarms.  If Emerald does not agree to the liability, Pure Sunfarms has reserved the right to take such actions as it considers necessary and appropriate to recover its losses from Emerald for non-payment of amounts owing under the Supply Agreement.   If Emerald were to agree to the liability in the future, such liability would be recognized in the revenue and profits of Pure Sunfarms, at such time in accordance with generally accepted accounting principles.

Summary Statutory Results
(in thousands of U.S. Dollars unless otherwise indicated)

For the three months
ended September 30,

For the Nine months
ended September 30,

2019

2018

2019

2018

Produce sales

$38,293

$39,684

$111,512

$111,213

Cost of sales

(38,866)

(36,862)

(114,711)

(103,915)

Selling, general and administrative expenses

(3,739)

(3,442)

(11,682)

(10,486)

Stock compensation expense

(868)

(190)

(3,190)

(447)

Change in biological asset (1)

(627)

(1,189)

(97)

(992)

Loss from operations

(5,807)

(1,999)

(18,168)

(4,627)

Interest expense, net

(393)

(618)

(1,503)

(1,906)

Foreign exchange gain (loss)

(183)

(73)

338

(87)

Other income, net

69

17

219

61

Share of income (loss) from joint ventures

(171)

(28)

17,939

(369)

Gain on disposal of assets

(8)

13,558

(Provision for) recovery of income taxes

1,421

712

81

1,513

Net income (loss)

(5,072)

(1,989)

12,464

(5,415)

Consolidated EBITDA (2)

2,383

897

8,256

1,394

Earnings (loss) per share – basic

($0.10)

($0.04)

$0.26

($0.12)

Earnings (loss) per share – diluted

($0.10)

($0.04)

$0.25

($0.12)

Summary Results Including Joint Ventures, on a Proportionate Basis

The following results reflect the Company’s proportionate share of the Pure Sunfarms joint venture operations, as this is the basis on which management bases its operating decisions and performance.  For a reconciliation to the results in accordance with International Financial Reporting Standards (“IFRS”) refer to the “Reconciliation of IFRS to Proportionate Results” as presented below and in Management’s Discussion & Analysis (“MD&A”).

(in thousands of U.S. Dollars unless otherwise indicated)

For the three months
ended September 30,

For the six months
ended September 30,

2019(3)

2018(3)

2019(3)

2018(3)

Consolidated sales

$47,335

$39,779

$138,076

$111,308

Cost of sales

(41,711)

(36,934)

(121,443)

($103,987)

Selling, general and administrative expenses

(5,376)

(3,756)

(14,860)

(11,302)

Change in biological asset (1)

(4,057)

(921)

6,873

(564)

Gain on disposal of assets

(8)

13,558

Net income (loss)

(5,072)

(1,989)

12,464

(5,415)

EBITDA(2)

$2,377

$897

$8,256

$1,394

Earning (loss) per share – basic

($0.10)

($0.04)

$0.26

($0.12)

Earning (loss) per share – diluted

($0.10)

($0.04)

$0.25

($0.12)

Notes:

(1)

Biological asset consists of the Company’s produce on the vines and Pure Sunfarms’ crop at the period end.  Details of the changes are described in note 5 of the Company’s interim condensed consolidated financial statements for the nine months ended September 30, 2019.

(2)

EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by IFRS.  Therefore, EBITDA may not be comparable to similar measures presented by other issuers.  See “Non-IFRS Measures”.  Management believes that EBITDA is a useful supplemental measure in evaluating the performance of the Company. Consolidated EBITDA includes the Company’s 50% interest in Pure Sunfarms, 65% interest in VFH and 60% (effective 63.25% with VFH interest) interest in AVGGH.

(3)

The consolidated financial results above reflect the proportionate share of the Company’s share of revenues and expenses from its joint venture operations, as this is the basis which management bases its operating decisions and performance evaluation.  IFRS does not allow for the inclusion of the joint venture on a proportionate basis.  These results include additional non-IFRS measures such as EBITDA.

The results are not generally accepted measures of financial performance under IFRS.  The Company’s method of calculating these financial performance measures may differ from other companies and accordingly, they may not be comparable to measures used by other companies.  Refer to the MD&A for a reconciliation of these non-IFRS measures and proportionate results.

Financial Highlights
(All amounts in U.S. Dollars unless otherwise indicated.)

Cannabis

For the three months ended September 30, 2019.  There are no comparable results for the three months ended September 30, 2018 as no production existed.

The Company’s 50% share of net sales of Pure Sunfarms for the three months ended September 30, 2019 was $9,042.  Total Pure Sunfarms sales consisted of close to approximately 12,000 kilograms of flower and trim sold at an average selling price of over $1.50 per gram (C$2.00 per gram) during the three months ended September 30, 2019. Sales for the three months ended September 30, 2019 were predominantly to other licensed producers and do not include $5.4 million (C$7.2 million) invoiced to Emerald that was not able to be recognized as per the discussion above.

The Company’s 50% share of cost of sales of Pure Sunfarms for the three months ended September 30, 2019 was $2,845.

The Company’s 50% share of selling, general and administrative expenses of Pure Sunfarms for the three months ended September 30, 2019 was $1,415.

The Company’s 50% share of net loss for the three months ended September 30, 2019 was ($918) compared to ($28) for the three months ended September 30, 2018.  The net loss for the three months ended September 30, 2019 is due to a change in the biological asset of ($4.8 million).

The Company’s 50% share of EDITDA for the three months ended September 30, 2019 was $5,033 compared to ($12) for the three months ended September 30, 2018.

For the nine months ended September 30, 2019.  There are no comparable results for the nine months ended September 30, 2018 as no production existed

The Company’s 50% share of net sales of Pure Sunfarms for the nine months ended September 30, 2019 was $26,564.  Total Pure Sunfarms sales consisted of close to 24,600 kilograms of flower and trim during the nine months ended September 30, 2019, at an average sales price of approximately $2.15 per gram (C$2.85 per gram).

The Company’s 50% share of cost of sales of Pure Sunfarms for the nine months ended September 30, 2019 was $6,732 (based on total grams sold of close to 24,600 kilograms), or approximately $0.55 per gram (C$0.73 per gram).

The Company’s 50% share of selling, general and administrative expenses of Pure Sunfarms for the nine months ended September 30, 2019 was $2,808 and primarily consisted of personnel costs and Health Canada fees.

Income from operations for the Company’s 50% share of Pure Sunfarms was $22,658 for the nine months ended September 30, 2019.

The Company’s 50% share of net income for the nine months ended September 30, 2019 was $17,342 versus a loss of ($369) for the nine months ended September 30, 2018.

The Company’s 50% share of EBITDA for the nine months ended September 30, 2019 was $17,704 versus ($363) for the same period in 2018.

Produce

For the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

Sales for the three months ended September 30, 2019 decreased by ($1,391), or (4%), to $38,293 from $39,684 for the three months ended September 30, 2018.  The decrease in sales is primarily due to a decrease in the Company’s product volume, as well as a decrease in supply partner revenue.

Cost of sales for the three months ended September 30, 2019 increased by $2,004, or 5%, to $38,866 from $36,862 for the three months ended September 30, 2018, primarily due to an increase in cost per pound from the Texas facilities, which is due to production issues that caused decreases in production.  The decrease in production for the crop causes an increase in cost per pound as most costs are fixed and, as production decreases, cost per pound increases.

For the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Sales for the nine months ended September 30, 2019 increased $299, or less than 1%, to $111,512 compared to $111,213 for the nine months ended September 30, 2018.   The increase in net sales is due to an increase in supply partner revenues of 12% over the comparable period in 2018 partially offset by a (14%) decrease in the Company’s production volume.  The decrease in the Company’s production volume is primarily due to a clean-out in one of Company’s facilities (which did not occur in the last three years) and ongoing virus pressure at the Company’s Texas facilities.

Cost of sales for the nine months ended September 30, 2019 increased $10,796, or 10%, to $114,711 from $103,915 for the nine months ended September 30, 2018, due to an increase in supply partner purchases of 12% and an increase in the cost per pound of the Company’s own grown product in Texas due to decreased pounds and higher labor costs, due to the higher utilization of hourly rate contract laborers versus Village Farms’ employees for the 2018/2019 crop as compared to the prior crop.

Consolidated EBITDA

EBITDA for the three months ended September 30, 2019 increased by $4,339 to $5,236 from $897 for the three months ended September 30, 2018. The increase is primarily as a result of an increase in the Company’s share of EDITDA from Pure Sunfarms of $7,886 partially offset by an increase in the loss from operations for the Company’s produce business.

EBITDA for the nine months ended September 30, 2019 increased $9,713 to $11,109 from $1,394 for the nine months ended September 30, 2018, primarily as a result of an increase in the Company’s share of income from Pure Sunfarms (Pure Sunfarms EBITDA – $20,558) partially offset by an increase in the loss from the Company’s produce business.

Non-IFRS Measures

References in this MD&A to “EBITDA” are to earnings before interest, taxes, depreciation, amortization, foreign currency exchange gains and losses on translation of long-term debt, unrealized gains on the changes in the value of derivative instruments, unrealized change in biological asset, stock compensation, and gains and losses on asset sales.  EBITDA is a cash flow measure that is not recognized under IFRS and does not have a standardized meaning prescribed by IFRS. Therefore, EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA should not be construed as an alternative to net income or loss determined in accordance with IFRS as an indicator of the Company’s performance or to cash flows from operating, investing and financing activities as measures of liquidity and cash flows. Management believes that EBITDA is an important measure in evaluating the historical performance of the Company.

Reconciliation of Net Income to EBITDA

The following table reflects a reconciliation of net income to EBITDA, as presented by the Company:

(in thousands of U.S. dollars)

For the three months
ended September 30, 

For the nine months
ended September 30,

2019

2018

2019

2018

Net income (loss)  

($5,072)

($1,989)

$12,464

($5,415)

Add:

Amortization

1,818

1,748

5,587

5,271

Foreign currency exchange loss (gain) 

183

73

(338)

87

Interest expense, net

393

618

1,503

1,906

Income taxes (recovery)

(1,421)

(712)

(81)

(1,513)

Stock based compensation

868

190

3,190

447

Change in biological asset

627

1,189

97

992

Change in biological asset for JV’s

3,430

(267)

(6,970)

(428)

Interest expense for JV’s

249

446

Amortization for JV’s

244

37

668

37

Foreign currency exchange loss (gain) for JV’s

(7)

10

(14)

10

Income taxes (recovery) from JV’s

1,057

5,262

Gain on disposal of assets

8

(13,558)

EBITDA

$2,377

$897

$8,256

$1,394

EBITDA for JV’s (See table below)

$4,806

($248)

$17,331

($750)

EBITDA excluding JVs(produce)

($2,429)

$1,145

($9,076)

$2,144

Breakout of JV’s EBITDA

(in thousands of U.S. dollars)

For the three months
ended September 30, 

For the nine months
ended September 30,

2019

2018

2019

2018

Pure Sunfarms EBITDA

$5,033

($248)

$17,704

($750)

VFH EBITDA

(204)

(330)

AVGGH EBITDA

(23)

(43)

Total JV’s EBITDA

$4,806

($248)

$17,331

($750)

Reconciliation of IFRS to Proportionate Results

The following tables are a reconciliation of the IFRS results to the proportionate results (which include the Company’s proportionate share of the Pure Sunfarms operations):

For the three months ended September 30, 2019

Produce

PSF(4)

Hemp(4)

Total

Sales

$38,293

$9,042

$-

$47,335

Cost of sales

(38,866)

(2,845)

(41,711)

Selling, general and administrative expenses

(3,739)

(1,415)

(222)

(5,376)

Stock compensation expense

(868)

(868)

Change in biological asset (5)

(627)

(4,765)

1,336

(4,056)

Other income (expense) net

(507)

(140)

(99)

(746)

(Provision for) recovery of income taxes

1,421

(794)

(268)

359

Net income (loss)

($4,901)

($918)

$747

($5,072)

EBITDA (6)

($2,422)

$5,033

($227)

$2,383

Earnings (loss) per share – basic

($0.10)

($0.02)

$0.02

($0.10)

Earnings (loss) per share – diluted

($0.10)

($0.01)

$0.01

($0.10)

For the three months ended September 30, 2018

Produce

PSF(4)

Hemp(4)

Total

Sales

$39,684

$95

$39,779

Cost of sales

(36,862)

(72)

(36,934)

Selling, general and administrative expenses

(3,442)

(314)

(3,756)

Stock compensation expense

(190)

(190)

Change in biological asset (5)

(1,189)

268

(921)

Other income (expense) net

(674)

(5)

(679)

Recovery of income taxes

712

712

Net income (loss)

($1,961)

($28)

($1,989)

EBITDA (6)

$1,145

($248)

$897

Earnings (loss) per share – basic

($0.03)

($0.01)

($0.04)

Earnings (loss) per share – diluted

($0.03)

($0.01)

($0.04)

For the nine months ended September 30, 2019

Produce

PSF(4)

Hemp(4)

Total

Sales

$111,512

$26,568

$138,076

Cost of sales

(114,711)

(6,732)

(121,443)

Selling, general and administrative expenses

(11,682)

(2,808)

(370)

(14,860)

Stock compensation expense

(3,190)

(3,190)

Change in biological asset (5)

(97)

5,634

1,336

6,873

Gain on disposal of assets

13,558

13,558

Other income (expense) net

(946)

(273)

(150)

(1,369)

(Provision for) recovery of for income taxes

81

(5,043)

(219)

(5,181)

Net income (loss)

($5,475)

$17,342

$597

$12,464

EBITDA (6)

($9,076)

$17,704

($373)

$8,256

Earnings (loss) per share – basic

($0.11)

$0.36

$0.01

$0.26

Earnings (loss) per share – diluted

($0.11)

$0.34

$0.01

$0.25

For the nine months ended September 30, 2018

Produce

PSF(4)

Hemp(4)

Total

Sales

$111,213

$95

$-

$111,308

Cost of sales

(103,915)

(72)

($103,987)

Selling, general and administrative expenses

(10,486)

(816)

(11,302)

Stock compensation expense

(447)

(447)

Change in biological asset (5)

(992)

428

(564)

(Gain) loss on sale of assets

Other income (expense) net

(1,932)

(5)

(1,937)

Recovery of income taxes

1,513

1,513

Net income (loss)

($5,046)

($369)

$-

($5,415)

EBITDA (6)

$2,149

($750)

$-

$1,394

Earnings (loss) per share – basic

($0.11)

($0.01)

$-

($0.12)

Earnings (loss) per share – diluted

($0.11)

($0.01)

$-

($0.12)

Notes:

(4)

The adjusted consolidated financial results have been adjusted to include the Company’s share of revenues and expenses from its Pure Sunfarms and Hemp joint ventures on a proportionate accounting basis, on which management bases its operating decisions and performance evaluation.  IFRS does not allow for the inclusion of the Joint Venture on a proportionate basis.  These results include additional non-IFRS measures such as EBITDA.

The adjusted results are not generally accepted measures of financial performance under IFRS.  The Company’s method of calculating these financial performance measures may differ from other companies and accordingly, they may not be comparable to measures used by other companies.  Refer to the MD&A for a reconciliation of these non-IFRS measures and adjusted results.

(5)

Biological asset consists of the Company’s produce on the vines and Pure Sunfarms’ crop at the period end.  Details of the changes are described in note 5 of the Company’s interim condensed consolidated financial statements for the nine months ended September 30, 2019.

(6)

EBITDA is not a recognized earnings measure and does not have a standardized meaning prescribed by IFRS.  Therefore, EBITDA may not be comparable to similar measures presented by other issuers.  See “Non-IFRS Measures”.  Management believes that EBITDA is a useful supplemental measure in evaluating the performance of the Company. Consolidated EBITDA includes the Company’s 50% interest Pure Sunfarms, 65% interest in VFH and 60% (effective 63.25% with VFH interest) interest in AVGGH.

Conference Call

Village Farms’ management team will host a conference call Friday, November 15, 2019 at 8:30 a.m. ET to discuss its third quarter 2019 financial results.  Participants can access the conference call by telephone by dialing (647) 427-7450 or (888) 231-8191, or via the Internet at: https://bit.ly/2Wm7dxj.

For those unable to participate in the conference call at the scheduled time, it will be archived for replay both by telephone and via the Internet beginning approximately one hour following completion of the call. To access the archived conference call by telephone, dial (416) 849-0833 or (855) 859-2056 and enter the passcode 4987345 followed by the pound key. The telephone replay will be available until Friday, November 22, 2019 at midnight (ET).  The conference call will also be archived on Village Farms’ website at http://villagefarms.com/investor-relations/investor-calls.

Cannabis

Valens expands Exclusive Licence Agreement to Bring Leading Cannabis-Infusion Technology to New International Markets

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Valens GroWorks Corp. (TSXV: VGW) (OTCQX: VGWCF) (the “Company” or “Valens“), a cannabinoid-based product company with industry leading extraction, next generation cannabinoid delivery formats and an ISO 17025 accredited analytical lab, is pleased to announce that it has entered an amended manufacturing and sales licence agreement with SōRSE Technology Corporation (“SōRSE“) which grants Valens an exclusive licence for CanadaEuropeAustralia and Mexico to use the proprietary SōRSE emulsion technology (“the Technology“) to produce, market, package, sell and distribute cannabis-infused products (the “Agreement“).

“This Agreement shows Valens’ commitment to invest and broaden its IP portfolio and enable its customers to bring differentiated, next generation products to market,” said Jeff Fallows, President of Valens. “As we move into “Cannabis 2.0” in Canada, we believe the products that offer consistent, high quality and predictable user experiences, like those we are able to create with SōRSE, will capture the lion’s share of attention and be the hallmark for brand development in a strict regulatory environment. With this expanded agreement in place, we have extended this opportunity for our existing customers to key international markets and at the same time established a platform for international consumer brands to add high quality, cannabis infused products to their portfolios.”

The SōRSE Emulsion Technology

The SōRSE emulsion technology transforms cannabis oil into water-soluble forms for use in beverages, edibles, topicals and other consumer products without the burden of cannabis taste, colour or smell. The Technology allows these cannabis infused products to maintain potency when heated, chilled or frozen and provides a number of other key advantages as well, including: (1) a faster observed onset time compared to other infused beverages and edibles, (2) a significant reduction of offset time, (3) an ability to use lower doses of cannabinoids due to the enhanced bioavailability provided by the Technology, and (4) increased consistency and stability with some product formulations achieving more than one-year shelf stability with no evidence of separation.

“We are proud to expand our partnership with Valens and leverage their near-term access to various global markets,” says Howard Lee, CEO of SōRSE. “Over the last year, our team of more than 40 plus professionals has continued to actively focus on creating and developing innovative, desirable products and formats of consumption for cannabis consumers. As emulsion technology becomes more popular through new delivery methods such as ingestion, transdermal, topical and more, it is imperative that quality and safety in consumption leads all innovation in this sector. This is a shared value and mandate that our teams at SōRSE and Valens both prioritize. We look forward to continuing this working relationship with Valens and introducing our award-winning emulsion technology to the global markets.”

Geographic Expansion

The Agreement grants Valens an exclusive licence to use the Technology in CanadaEuropeAustralia and Mexico (except in respect of medical applications requiring clinical trials) during the initial 5-year term, subject to certain performance milestones. This increases the addressable market from 37 million in the current Canada only agreement to 700 million people in the new Agreement, an increase of almost 20x. Furthermore, the Agreement provides a framework for Valens to obtain rights to establish non-exclusive agreements to sell cannabis-infused products using the Technology in the U.S. market and other markets, globally.

Bolstering “Cannabis 2.0” Platform

With the expanded exclusivity, Valens and its white label clients are positioned to not only succeed in the Canadian market, but also in the rapidly emerging legal cannabis and hemp-derived CBD markets in EuropeAustraliaMexico and beyond. The Agreement adds to the Company’s leading white label product offerings across numerous “Cannabis 2.0” categories such as beverages, edibles, transdermal products and more, enabling Valens to better serve its current and future partners.

“We have seen incredible interest from our current and potential clients regarding the SōRSE emulsion technology and we are thrilled to finalize the expanded licence agreement with SōRSE,” said Tyler Robson, CEO of Valens. “We expect the expanded exclusive territory will provide our clients with improved visibility and greater opportunity as they look to build global businesses around cannabis-infused products over the long term.

This is an exciting time in the evolution of ingestible cannabis products such as beverages and edibles. Historically, ingestible products have been lacking the necessary technology to provide a consistent, predictable experience, ultimately giving little reason to consume in this manner. At Valens, we expect that properly formulated, extract-based cannabis products, and infused beverages in particular, could disrupt many established beverage categories such as soft drinks, sports drinks, value-added water and alcohol, the latter of which has a monthly spend per capita that is roughly 16 times higher compared to legal cannabis spend in Canada. We believe the ability to plan an occasion and predict the outcome of use will be a game changer in the market and be the catalyst to bring about the full market potential of cannabis infused beverages and edibles, globally.”

Future White Label Services

The Agreement furthers the existing relationship between Valens and SōRSE and enables Valens to produce and sell SōRSE’s portfolio of branded products in Canada and the other exclusive markets at the option of the Company. These branded products include Happy Apple, a cannabis-infused sparkling cider and Major, a cannabis-infused fruit drink, both recognized as top selling cannabis beverages in the State of Washington, Pearl20, a cannabis-infused food and beverage mixer, and the Utopia line of cannabis-infused sparkling water, among others.

Agreement Summary

The consideration at closing for the exclusivity in the expanded geography was US$10 million, comprised of US$6 million in cash and US$4 million to be issued in common shares of the Company (the “Common Shares“). The Agreement carries an initial 5-year exclusive term with a 2-year renewal of the exclusivity, subject to certain performance milestones related to operational and financial achievements (the “Milestones“). As part of the Agreement, Valens will transfer to SōRSE royalty payments calculated as a percentage of sales (the “Royalty Payments“) and the Royalty Payments will be subject to an annual minimum of $2 million over the 5-year term. The Agreement also provides for a continuation of the Agreement on a non-exclusive basis after the 2-year renewal, subject to annual minimum royalty payments.

All Common Shares pursuant to the Agreement were issued at an indicative price of CDN$3.0471, being the volume-weighted average price of the Common Shares on the TSX Venture Exchange (“TSXV“) for the ten (10) trading days ending December 9, 2019. The Agreement remains subject to approval from the TSXV. All Common Shares issued in connection with the Agreement will be subject to a restricted period of four months and one day. There are no finders’ fees payable by the Company in connection with the Agreement.

 

SOURCE Valens GroWorks Corp.

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Cannabis

Bragar Eagel & Squire, P.C. Reminds Investors That Class Action Lawsuits Have Been Filed Against Energy Transfer LP, Grubhub, Aurora Cannabis, and The RealReal and Encourages Investors to Contact the Firm

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Bragar Eagel & Squire, P.C., a nationally recognized shareholder law firm, reminds investors that class action lawsuits have been commenced on behalf of stockholders of  Energy Transfer LP (NYSE: ET), Grubhub, Inc. (NYSE: GRUB), Aurora Cannabis, Inc. (NYSE: ACB), and The RealReal, Inc. (NASDAQ: REAL). Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.

Energy Transfer LP (NYSE: ET)

Class Period: February 25, 2017 to November 11, 2019

Lead Plaintiff Deadline: January 20, 2020

On November 12, 2019, the Associated Press reported that Energy Transfer’s Mariner East pipeline project was under investigation by the Federal Bureau of Investigation (“FBI”). Citing interviews with current and former state employees, the Associated Press reported that the FBI’s investigation “involves the permitting of the pipeline, whether [Pennsylvania Governor Tom] Wolf and his administration forced environmental protection staff to approve construction permits and whether Wolf or his administration received anything in return.”

On this news, Energy Transfer’s stock price fell $0.81 per share, or 6.77%, over the following two trading sessions, closing at $11.16 per share on November 13, 2019.

The complaint, filed on November 20, 2019, alleges that throughout the Class Period, defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the company’s business, operational and compliance policies. Specifically, defendants made false and/or misleading statements and/or failed to disclose that: (i) Energy Transfer’s permits to conduct the Mariner East pipeline project in Pennsylvania were secured via bribery and/or other improper conduct; (ii) the foregoing misconduct increased the risk that the Company and/or certain of its employees would be subject to government and/or regulatory action; and (iii) as a result, the Company’s public statements were materially false and misleading at all relevant times.

 

SOURCE Bragar Eagel & Squire, P.C.

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Cannabis

iX Biopharma secures Australian cannabis manufacture licence

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Specialty pharmaceutical company iX Biopharma Ltd (SGX:42C) (“iX Biopharma” or, together with its subsidiaries, “the Group”) is pleased to announce today that its wholly-owned subsidiary, iX Syrinx (“Syrinx”), has been awarded a cannabis manufacture license from the Australian Office of Drug Control under the Narcotics Drugs Act 1967. Under the said licence, the Group is permitted to manufacture and supply extracts and tinctures of cannabis and cannabis resins.

This marks a significant milestone for the Group. Syrinx operates a TGA cGMP certified facility and holds import and export licences for cannabis and State poisons licences; together with the newly granted cannabis manufacture licence, the Group is now able to fully participate in the global medicinal cannabis business.

Importantly, the Group will be able to manufacture and distribute its newly formulated Xativa™ sublingual cannabis wafers in Australia through the Australian Special Access Scheme and in overseas markets. Xativa™ leverages on iX Biopharma’s novel and patented WaferiX™ technology to improve the speed and level of absorption and predictability of effect of medicinal cannabis. Xativa™ provides patients with a more elegant and discreet way to consume medicinal cannabis compared to existing dosage forms for cannabis such as joints, vapes and tinctures, and hence offers a superior user experience. The Group has received feedback from physicians in Australia that the advantages of Xativa™ and its differentiation from the rest of the market offerings are clear and highly desired.

Produced via iX Biopharma’s proprietary freeze-drying technique, the porous and amorphous WaferiX™ matrix holding the active CBD molecules is designed to collapse quickly within the sublingual space. The actives are then transported rapidly across the sublingual membrane into the blood vessels for a rapid onset of action.

“Globally, the use of cannabis for the treatment of a wide range of medical conditions has been growing at an exponential pace. The grant of the cannabis manufacturing licence has come at a most opportune time, allowing us to manufacture, distribute and promote Xativa™ as the gold standard in medicinal cannabis delivery, thereby charting a new growth trajectory for the Group,” said Ms Eva Tan, Director of Corporate and Commercial Strategy of iX Biopharma.

 

SOURCE iX Biopharma Ltd

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