Village Farms (TSX: VFF) (NASDAQ: VFF) and Emerald Health Therapeutics (TSXV: EMH) have finally come to a settlement agreement in relation to their joint ownership of Pure Sunfarms, the cultivator that began as a 50/50 joint venture between the two firms. Under the settlement, Village Farms will retain majority ownership in the firm as of November 19, 2019.
A number of terms were agreed to in the settlement agreement following Emerald Health’s failure to make a $5.94 million payment in early November under the terms of the original agreement. The result, is that the 5,940,000 shares that it was to receive following the payment will be cancelled, effective November 19, 2019.
Other terms agreed to include the cancellation of the supply agreement between Emerald Health and Pure Sunfarms wherein Emerald was required to purchase a minimum of 40% of the total product cultivated by Pure Sunfarms. The agreement in place for 2020, 2021, and 2022 wherein Emerald was required to purchase a minimum of 25% of product has all been cancelled. In exchange, Emerald Health has forfeited and waived the repayment of a $13.0 million shareholder loan given to Pure Sunfarms, as well as the related accrued interest. Emerald will also issued a $952,237 promissory note to Pure Sunfarms.
Finally, both Village Farms and Emerald Health will release each other of all claims related to or arising from the dispute, with Emerald Health giving Village Farms an additional 2.5% of its equity ownership.
The result of the agreed upon terms is that as of December 31, 2019, Village Farms will recognize its ownership in Pure Sunfarms as being 53.5%, while Emerald Health will retain 46.5%.
This ownership figure will increase for Village Farms beginning in the first quarter of 2020, following the transfer of additional equity ownership. It will then further increase, to a total 57.4%, as a result of an $8.0 million equity contribution to Pure Sunfarms.
Village Farms last traded at $4.16 on the Nasdaq.
Information for this briefing was found via Sedar, Emerald Health Therapeutics, and Village Farms International. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
