| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 19, 2020, Village Farms International, Inc. (the “Company” or “Village Farms”) announced that it has entered into an underwriting agreement (the “Underwriting Agreement”) with Beacon Securities Limited (the “Underwriter”) as sole underwriter relating to the issuance and sale of 3,125,000 common shares in the capital of the Company (the “Offered Shares”) at a price of $3.20 per Offered Share (the “Issue Price”) for an aggregate gross proceeds to the Company of $10,000,000 (the “Offering”).All figures are in Canadian dollars.
Pursuant to the terms of the Underwriting Agreement, the Company has granted the Underwriter an over-allotment option, exercisable, in whole or in part, to purchase up to an additional number of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering at the Issue Price at any time up to 30 days from the closing of the offering. The closing of the Offering is expected to occur on or about March 26, 2020 and is subject to the completion of formal documentation and receipt of all necessary regulatory and stock exchange approval.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement.
The information in this Item 1.01, including Exhibit 1.1 filed hereto, shall be deemed to be incorporated by reference into the Company’s registration statement on FormF-10 (File Number333-232115) (the “F-10 Registration Statement”).
| Item 7.01 | Regulation FD Disclosure. |
On March 19, 2020, the Company issued a press release announcing the entry into the Underwriting Agreement, as described in Item 1.01 of this Current Report on Form8-K.
The information contained in this Current Report on Form8-K under Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form8-K under Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
On March 19, 2020, the Company filed a prospectus supplement under the Registration Statement, which incorporated by reference the following documents:
| | • | | the unaudited condensed consolidated interim financial statements of the Company for the three and nine months ended September 30, 2019 and September 30, 2018, and the notes thereto (the “Q3 2019 Financial Statements”); |
| | • | | management’s discussion and analysis of the Company dated November 14, 2019 in respect of the Q3 Financial Statements (the “Q3 2019 MD&A”); |
