Exhibit 10.1
SHARE PURCHASE AGREEMENT
between
VILLAGE FARMS INTERNATIONAL, INC.
and
10670715 CANADA INC.
and
10335258 CANADA INC.
THIS SHARE PURCHASE AGREEMENT is effective as of the 1st day of April, 2024
BETWEEN:
VILLAGE FARMS INTERNATIONAL, INC., a corporation existing under the laws of the Province of Ontario;
(hereinafter referred to as the “Purchaser”)
-and-
10335258 Canada Inc., a corporation formed under the laws of Canada;
(hereinafter referred to as “103 Canada”)
-and-
10670715 Canada Inc., a corporation formed under the laws of Canada;
(hereinafter referred to as “106 Canada” and together with 103 Canada, the “Vendors”)
-and to which intervenes-
ROSE LIFESCIENCE INC, a corporationformed under the laws of Canada;
(hereinafter referred to asthe “Corporation”)
WHEREAS 103 Canada owns 17,231,967 Class D shares in the capital of the Corporation;
AND WHEREAS 106 Canada owns 34,463,934 Class D shares in the capital of the Corporation;
AND WHEREAS the Purchaser wishes to purchase 17,231,967 Class D shares in the capital of the Corporation, representing 10% of the issued and outstanding shares of the Corporation, from the Vendors, at the Effective Time on the Effective Date (the “2023 Transaction”);
AND WHEREAS the Purchaser wishes to purchase 11,487,978 Class D shares from 106 Canada and 5,743,989 Class D shares from 103 Canada, subject to the terms and conditions of this Agreement;
AND WHEREAS pursuant to the terms of the Unanimous Shareholders Agreement of the Corporation dated November 15, 2021, as amended on December 21, 2022 (the “Shareholders Agreement”), the Purchaser has various call rights which, among others, entitles it to purchase up to 34% of the shares owned by the Vendors in the capital of the Corporation at any time following December 31, 2023, but no later than the date that is the earliest of (i) the date of filing of the Village Farms Financial Statements (as defined in the Shareholders Agreement) with respect to the previous fiscal year, or (ii) March 31, 2024, subject to the additional terms and conditions contained in the Shareholders Agreement (the “2023 Call Right”);
AND WHEREAS the Purchaser has elected not to exercise its 2023 Call Right with respect to the 2023 Transaction and has instead agreed to purchase the Purchased Shares (as defined below) from the Vendors for the Consideration (as defined below) in accordance with the Call Right Price (as defined in the Shareholders Agreement) calculations, acknowledging that this election does not create or constitute a precedent for the manner in which the Purchaser’s remaining call rights under the Shareholders Agreement will be exercised by the Purchaser, nor does it constitute a waiver in whole or in part by the Vendors of their rights under the Shareholders Agreement;
AND WHEREAS it is a condition precedent to the consummation of the 2023 Transaction that certain amendments be made to the Shareholders Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants, agreements, representations, warranties and payments hereinafter contained, the parties covenant and agree as follows:
DEFINED TERMS & INTERPRETATION
“2023 Call Right” shall have the meaning attributed thereto in the recital to this Agreement.
“2023Transaction” shall have the meaning attributed thereto in the recitals to this Agreement.
“Agreement” shall mean this Agreement and any instrument supplemental or ancillary thereto, and the expression “Article” and “Section” followed by a number means and refers to the specified article or section of the Agreement.
“Business Day” means any day that is not a Saturday, Sunday or any other day on which the main branches of commercial banks in Delta, British Columbia or Montréal, Québec are not open for business during normal business hours.
“Closing Date” shall mean May 29, 2024 or such other date as may be agreed in writing between the parties.
“Closing Time” shall mean 12:01 a.m. (EDT) on the Closing Date.
“Consideration” shall have the meaning attributed thereto in Section 3.3(a).
“Corporation” shall have the meaning attributed thereto in the recitals to this Agreement.
“Effective Date” shall mean April 1, 2024.
“Effective Time” shall mean 12:01 a.m. (EDT) on the Effective Date.
“Laws” means any and all: (i) laws, including all constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations, by-laws or other requirement having the force of law; (ii) judicial, arbitral, administrative, ministerial, departmental or regulatory directives, policies, guidelines and general principles of common and civil law and equity; and (iii) policies, practices, standards, guidelines, notices, industry regulations and protocols, to the extent that they have the force of law, of any governmental authority; “applicable” with respect to such Laws in the context that refers to any person, means such Laws as are applicable to such person or the business, undertaking, property or securities of the Corporation.
“Purchase Price” shall have the meaning attributed thereto in Section 3.2.
“Purchased Shares” shall have the meaning attributed thereto in Section 3.1.
“Purchaser” has the meaning attributed thereto in the recitals to this Agreement.
“Second Amendment to the Unanimous Shareholders Agreement” means the second amendment to the Shareholders Agreement entered into among the parties concurrently herewith and attached as Schedule B hereto.
“Shareholders Agreement” shall have the meaning attributed thereto in the recitals to this Agreement.
“Vendors” shall have the meaning attributed thereto in the recitals to this Agreement.
SCHEDULES
Schedule A – Shareholdings and Consideration
Schedule B – Second Amendment to the Unanimous Shareholders Agreement
PURCHASE AND SALE OF PURCHASED SHARES
VENDORS’ REPRESENTATIONS AND WARRANTIES
Each of the Vendors, on a solidary basis (hereby waiving the benefit of division and discussion), represents and warrants to the Purchaser as at the Closing Date as follows and acknowledges and confirms that the Purchaser is relying on such representations and warranties in connection with the purchase of the Purchased Shares and that the Purchaser would not have entered into this Agreement without such representations and warranties:
PURCHASER’S REPRESENTATIONS AND WARRANTIES
The Purchaser represents and warrants to the Vendors as at the Closing Date as follows and acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the completion of the 2023 Transaction:
Conditions of closing
Any condition can be waived in whole or in part by the Purchaser without prejudice to any claims it may have for breach of representations or warranty or non-performance of an obligation.
Closing Procedure
INDEMNITIES
GENERAL
If to the Vendors, to:
If to 10670715 Canada Inc.:
10670715 Canada Inc.
111-6655 boul. Saint-Laurent
Montréal, QC H2S 3S2
Attention: Davide Zaffino
Email: davide.zaffino@roselifescience.ca
with a copy which shall not constitute notice to:
Blake, Cassels & Graydon LLP
1 Place Ville Marie, Suite 3000
Montréal, QC
H3B 4N8
Attention: Tricia Kuhl
Email:tricia.kuhl@blakes.com
If to 10335258 Canada Inc.:
10335258 Canada Inc.
27 Rue D'Estoril,
Candiac, QC J5R 6J9
Attention: Brian Stevenson
Email:brian.stevenson@roselifescience.ca
with a copy which shall not constitute notice to
Blake, Cassels & Graydon LLP
1 Place Ville Marie, Suite 3000
Montréal, QC
H3B 4N8
Attention: Tricia Kuhl
Email:tricia.kuhl@blakes.com
If to the Purchaser, to:
Village Farms International, Inc.
4700-80th Street
Delta, British Columbia
V4K 3N3
Attention: Stephen Ruffini
Email: sruffini@villagefarms.com
With a copy which shall not constitute notice to:
Torys LLP
1 Place Ville Marie, Suite 2880
Montréal, QC
H3B 4R4
Attention: Guillaume Lavoie
Email: glavoie@torys.com
and, in each case, mailed by registered mail, postage prepaid, or delivered to that address; if mailed as aforesaid any such notice shall have been deemed to have been given on the fifth (5th) Business Day following that on which the letter containing the notice was posted and if emailed or delivered as aforesaid, any such notice shall have been deemed to have been given on the day following the date on which the notice was so emailed or delivered. Any party to this Agreement may change its address for service from time to time by notice given in accordance with the foregoing.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date first written above.
| |||
By: | /s/ Stephen C. Ruffini | ||
Name: Stephen C. Ruffini | |||
Title: Executive Vice President & Chief Financial Officer | |||
IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date first written above.
ROSE LIFESCIENCES INC. | ||||
By: | /s/ Stephen C. Ruffini | |||
Name: Stephen C. Ruffini | ||||
Title: Executive Vice President & Chief Financial Officer |
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.
10670715 CANADA INC. | ||||
By: | /s/ Davide Zaffino | |||
Name: Davide Zaffino Title: President |
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above.
10335258 CANADA INC. | ||||
By: | /s/ Brian Stevenson | |||
Name: Brian Stevenson Title: President |
SCHEDULE A
Shareholdings and Consideration
Shareholder | Number of Purchased Shares to be Sold | Cash Payment |
106 Canada | 11,487,978 | $2,751,196.80 |
103 Canada | 5,743,989 | $1,375,598.40 |
SCHEDULE B
Second Amendment to the Unanimous Shareholders Agreement