VANCOUVER, BC, Nov. 2, 2020 /PRNewswire/ - PRESS RELEASE - Village Farms International, Inc. has announced it has completed the acquisition from Emerald Health Therapeutics, Inc. of 36,958,500 common shares of Pure Sunfarms Corp. owned by Emerald, representing approximately 41.3% of the issued and outstanding common shares of Pure Sunfarms. With the completion of the Pure Sunfarms Transaction, Village Farms now owns 100% of the common shares of Pure Sunfarms. The acquisition of the Pure Sunfarms shares will be immediately accretive to Village Farms' net income.

"Village Farms conceived of a joint venture to launch its Canadian cannabis business, and the result, Pure Sunfarms, is now one of the leading Canadian cannabis companies. With this transaction our shareholders will now fully benefit from our initiative," said Michael DeGiglio, CEO of Village Farms. "Pure Sunfarms is well positioned for long-term growth as one of what we believe will be just a small number of major suppliers to the Canadian cannabis market. Importantly, as part of the Village Farms organization Pure Sunfarms can now pursue additional opportunities to further leverage its success to date and increase its earnings potential. I am pleased to welcome the outstanding management team and employees of Pure Sunfarms to our organization, and welcome back so many Village Farms' personnel who transitioned to our cannabis venture in the early days to ensure that Pure Sunfarms would benefit fully from Village Farms' decades of experience and site-specific operational expertise. Pure Sunfarms' CEO, Mandesh Dosanjh, and his entire team have done exceptional work in bringing Village Farms' vision to reality, and we look forward to their continued contribution to its success as part of Village Farms going forward.

"The acquisition of the entirety of Pure Sunfarms is a defining moment for Village Farms, furthering our transformation to a vertically integrated, plant-based consumer packaged goods company. It allows us to fully leverage the invaluable cannabis expertise Village Farms has gained in combination with the organizational strength underlying the Village Farms produce business to pursue high-growth opportunities in emerging legal cannabis and CBD markets in the United States and targeted markets internationally. We will do so with the same thoughtfulness, prudence, strategic decision making and focus on near-term profitability and long-term return on invested capital that has been fundamental to the success of our investment in Pure Sunfarms.

"We especially look forward to the potential for U.S. regulatory changes that would permit us to pursue our U.S. cannabis aspirations. With one of the largest greenhouse footprints in the U.S., located in one of the best regions for growing in the country, alongside our cannabis success in Canada, we believe there is no company better positioned for long-term success in the U.S. cannabis industry. We are ready to move quickly and aggressively as soon as the regulatory environment permits."

Upon closing of the Pure Sunfarms transaction, Pure Sunfarms will be fully consolidated in Village Farms' financial results. Village Farms will report its third quarter financial results and the third quarter financial results of Pure Sunfarms on Nov. 13, 2020. Village Farms' financial results for the three and nine months ended Sept. 30, 2020 will continue to reflect Village Farms' 58.7% ownership of Pure Sunfarms as an investment in a joint venture.

Within 75 days of the close, the company is required to file with the U.S. Securities and Exchange Commission, on Form 8-K/A, historical financial statements for Pure Sunfarms, together with unaudited pro forma combined financial statements of the company as if the Pure Sunfarms transaction had occurred on Jan. 1, 2020.

The total purchase price for the Emerald shares of C$79.9 million (US$60.0 million) was satisfied through a C$60.0 million (US$45.0 million) cash payment and a C$19.9 million (US$14.9 million) promissory note due six months from the closing date of the Pure Sunfarms transaction.

Concurrent with the close of the Pure Sunfarms transaction, the existing Pure Sunfarms Shareholders Agreement between Village Farms and Emerald has terminated, as has the Delta 1 – Option to Lease Agreement.

Origin Merchant Partners acted as advisors to Village Farms for the Pure Sunfarms transaction.

Wellness Connection of Maine filed a motion Oct. 29 to fight a lawsuit against the state that was brought by two small cannabis businesses over adult-use licenses awarded to out-of-state companies, according to a Bangor Daily News report.

Wellness Connection, which is controlled by Delaware-based investor High Street Capital Partners and operates four medical cannabis dispensaries in Maine, filed the motion on behalf of its adult-use business, NPG, to ask a judge to dismiss the lawsuit, which was brought by two medical cannabis caregivers who claim that the state cannot refuse to enforce a law restricting out-of-state business owners from participating in Maine’s adult-use market.

Maine eliminated a residency requirement in May that would have required every officer, director and manager of an adult-use cannabis business, as well as a majority of its ownership, to live and file taxes in Maine for at least four years. The rule was set to expire in June 2021, but the state repealed it early as part of an agreement with Wellness Connection, which filed a separate lawsuit in March to challenge the constitutionality of the requirement.

The new lawsuit now puts Wellness Connection on the same side as the state as a defendant, Bangor Daily News reported.

Maine’s first adult-use cannabis sales launched Oct. 9, and NPG currently holds one active manufacturing license, one active cultivation license, and five conditional approvals for another manufacturing facility and four dispensaries, according to Bangor Daily News.

Ohio is now accepting petitions to add new qualifying conditions to the state’s medical cannabis program, according to a local WDTN report.

The State Medical Board of Ohio will accept petitions for the Ohio Medical Marijuana Control Program through Dec. 31, the news outlet reported, and may then designate new conditions or diseases as eligible to be treated with medical cannabis.

Petitions will not be considered if they are received after the deadline, or if they seek to add a broad category of conditions or diseases, according to WDTN.

Those petitioning for a condition that was previously considered and rejected by the board may not resubmit documents that have already been reviewed, the news outlet reported, but may present new scientific research for consideration.

Ohio’s current list of qualifying conditions include AIDS; amyotrophic lateral sclerosis (ALS); Alzheimer’s disease; cachexia; cancer; chronic traumatic encephalopathy; Crohn’s disease; epilepsy or other seizure disorder; fibromyalgia; glaucoma; hepatitis C; inflammatory bowel disease; multiple sclerosis (MS); chronic, severe or intractable pain; Parkinson’s disease; HIV; post-traumatic stress disorder (PTSD); sickle cell anemia; spinal cord disease or injury; Tourette syndrome; traumatic brain injury and ulcerative colitis.

This week, Detroit officials proposed an ordinance to allow adult-use cannabis sales in the city, after initially opting out of the state’s recreational market. Elsewhere, cannabis legalization polls show promising results ahead of Election Day, when four states—Arizona, New Jersey, Montana and South Dakota—are set to vote on adult-use ballot measures.

Here, we’ve rounded up the 10 headlines you need to know before this week is over.

• Federal: Fifteen percent of seniors report having used cannabis products within the past three years, primarily for therapeutic purposes, according to data published in the Journal of the American Geriatric Society. Investigators affiliated with the University of California at San Diego surveyed 568 respondents at a geriatric clinic in southern California. All of the study’s participants were at least 65 years of age, and 73% of respondents were older than 75. Read more
• Polling numbers vary, but the most recent results indicate that voters in the four states with recreational legalization on the ballot—Arizona, New Jersey, Montana and South Dakota—will vote in favor of legalization. A shift in public perception and potential tax revenue are two key reasons the measures are likely to succeed, according to Fox Rothschild attorney Melissa T. Sanders. Read more
• A recent study by the Resource Innovation Institute (RII) found that indoor cannabis cultivation facilities that utilize LED lighting systems were, on average, more energy-efficient and more productive than facilities using non-LED lights. The non-profit organization analyzed data from 84 indoor cultivators who submitted energy use and production data to the group’s Cannabis PowerScore tool, a benchmarking platform that gathers confidential facility information about energy use, production output and cultivation methods, and provides operators with ranking relative to other respondents. Read more
• Michigan: Detroit Councilman James Tate and Mayor Mike Duggan shared details of a proposed ordinance this week that would allow adult-use cannabis sales in the city. Detroit initially opted out of Michigan’s adult-use cannabis market, instead placing a moratorium on sales to buy the city time to draft an ordinance to regulate the industry. Now, city officials plan to propose their ordinance as an amendment to the Detroit City Code, which will be considered at upcoming public hearings led by the city council. Read more
• New Jersey: The New Jersey Assembly Appropriations Committee approved legislation Oct. 26 that would require workers’ compensation and personal injury protection (PIP) auto insurance benefits to cover medical cannabis in certain situations. A1708 was approved by the Assembly Committee on Financial Institutions earlier this year, and advanced out of the Appropriations Committee Monday in a 7-4 vote. Read more
• Missouri: Lyndall Fraker, the director of Missouri’s medical cannabis program, believes voters could legalize adult-use cannabis in the state as early as 2022. Fraker told FOX 2 Now that he believes medical cannabis legalization was a step toward adult-use in the state. “Absolutely, I think that was the intent of the drafters,” he said. “We’ve already heard that they are going to try and work and get it on the ballot, but I don’t think the legislature will do it; I think it will have to be a petition. It’s going to be on the ballot in 2022, I’m very confident in that, but I don’t know what that language will look like.” Read more
• Mississippi: Madison Mayor Mary Hawkins Butler is challenging one of Mississippi’s two medical cannabis ballot measures with the state supreme court. Butler filed the complaint Oct. 27, just one week before Election Day, alleging that the number of signatures gathered to put the issue before voters does not meet standards set in the state’s constitution. Read more
• Illinois: Curaleaf announced this week that the multi-state operator is expanding its line of Select Oil brand products to Illinois, the 15th state to carry Select Oil products. Select Elite Live cannabis oil cartridges will be the first offered in the state. Read more
• A judge has ordered Illinois officials not to rescore cannabis dispensary applications in an ongoing licensing dispute over the state’s plan to issue 75 new retail licenses. The move comes after three finalists included in the licensing lottery filed a lawsuit over Gov. J.B. Pritzker’s plan to offer unsuccessful retail applicants a second chance to qualify for the controversial lottery. Read more
• International: Although full election results are expected to be published Nov. 6, preliminary election results show that New Zealand is set to reject adult-use cannabis legalization. The country’s Electoral Commission has reported that 53.1% of voters opposed the cannabis referendum, but also said there are nearly half a million mostly overseas special votes that have not yet been counted and that might be enough to get legalization across the finish line. Read more