Form 6-K Village Farms International, Inc.

Report of foreign issuer [Rules 13a-16 and 15d-16]

Published: 2019-03-12 08:49:06
Submitted: 2019-03-12
Period Ending In: 2019-03-11
d721119d6k.htm FORM 6-K


> ENT> 6-K 1 d721119d6k.htm FORM 6-K

Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 


FORM 6-K

 

 


REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2019

Commission file number: 001-38783

 

 


Village Farms International, Inc.

(Translation of Registrant’s name into English)

 

 


4700-80th Street

Delta, British Columbia Canada

V4K 3N3

(Address of principal executive office)

 

 


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐  Form 20-F             ☒  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 



CONTENTS

The following document of the Registrant is submitted herewith:

 

99.1    Press release dated March 11, 2019
99.2    Press release dated March 11, 2019
99.3    Press release dated March 11, 2019


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Village Farms International, Inc.
    (Registrant)
    By:  

/s/ Stephen C. Ruffini

      Stephen C. Ruffini
Date: March 11, 2019       Chief Financial Officer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press release dated March 11, 2019
99.2    Press release dated March 11, 2019
99.3    Press release dated March 11, 2019

d721119dex991.htm EX-99.1


> ENT> EX-99.1 2 d721119dex991.htm EX-99.1

EX-99.1

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Village Farms International Announces that All Growing Area at the Pure Sunfarms’ Facility is Now Licensed for Production

– Pure Sunfarms Expects Entirety of Licensed Area to be Planted by End of April 2019 and Remains Firmly on Track to Achieve Run-Rate Annual Production of 75,000 Kilograms by Mid-2019 –

Vancouver, BC, March 11, 2019 – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (NASDAQ: VFF) today announced that its 50%-owned joint venture for large-scale, low-cost, high-quality cannabis production, Pure Sunfarms, received from Health Canada the seventh amendment to the cultivation license for its 1.1 million square foot greenhouse in Delta, BC (the “Delta 3 Facility”). This amendment permits Pure Sunfarms to expand its cannabis production area by approximately 206,000 square feet to a total of approximately 1.03 million square feet (16 grow rooms). With this amendment, the entire growing area at Pure Sunfarms’ greenhouse is now licensed for cultivation. The newly licensed area is expected to be planted by the end of March 2019.

Village Farms also announced that Pure Sunfarms has, as planned, commenced re-planting of Quadrant 1 of its greenhouse following the planned suspension of production last autumn to install the infrastructure for supplemental lighting to maximize yields in the winter months. The Company expects Quadrant 1 to be fully planted by the end of April 2019, at which time Pure Sunfarms will be in production on the entire 1.03 million square feet of growing area at its facility, making it one of the largest fully operational cannabis production facilities in the world. Pure Sunfarms continues to expect to achieve full run rate annual production for its 1.1 million square foot greenhouse facility of 75,000 kilograms by mid-2019.

“It is a monumental achievement for Pure Sunfarms to complete its cultivation licensing of more than 1 million square feet and, very shortly, be in full commercial production – just over a year from receiving initial approval from Health Canada to begin growing,” said Michael DeGiglio, Chief Executive Officer, Village Farms. “Pure Sunfarms has rapidly become one of the largest cannabis operations in Canada and is establishing itself as a reliable, large-scale supplier of quality, safe cannabis products to the Canadian market which continues to be challenged by a shortage of supply. With thousands of kilograms harvested, the Pure Sunfarms facility continues to perform well, with yield and quality of the product continuing to meet or exceed our expectations, and the team continues to execute on plan.”



With licensing of the entirety of the Delta 3 Facility cultivation area completed, the option periods that Pure Sunfarms holds on the two additional Delta greenhouse facilities, currently owned and operated by Village Farms, has commenced. If these two options are exercised by Pure Sunfarms the additional total production area could be increased by approximately 3.7 million square feet.

“The two options on the additional Delta greenhouses provide Pure Sunfarms with the opportunity to significantly expand production to address market demand,” added Mr. DeGiglio. “Village Farms continues to be, as it has since Pure Sunfarms received its initial cultivation license a year ago, in full support of Pure Sunfarms expanding its production beyond the initial Delta 3 facility as rapidly possible.”

About Village Farms International, Inc.

Village Farms International, Inc. is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. Village Farms produces and distributes fresh, premium-quality produce with consistency 365 days a year to national grocers in the U.S. and Canada from more than nine million square feet of Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in British Columbia, Ontario and Mexico. The Company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its 50% ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The Company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp and CBD markets, subject to compliance with all applicable U.S. federal and state laws, and has established a joint venture, Village Fields, for multi-state outdoor hemp cultivation and CBD extraction.

Cautionary Language

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements may relate to the Company’s future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, Pure Sunfarms, the greenhouse vegetable industry or the cannabis and hemp industries are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.



Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company’s filings with U.S. and Canadian securities regulators, including as detailed in the Company’s annual information form and management’s discussion and analysis for the year-ended December 31, 2017.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release only relate to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Lawrence Chamberlain

Investor Relations

LodeRock Advisors

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com


d721119dex992.htm EX-99.2


> ENT> EX-99.2 3 d721119dex992.htm EX-99.2

EX-99.2

Exhibit 99.2

 

LOGO

FOR IMMEDIATE RELEASE

Village Farms International’s Common Shares to Resume Trading on Nasdaq at 12:00 P.M. ET Today, Monday, March 11, 2019

Vancouver, BC, March 11, 2019 – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF; NASDAQ: VFF) today announced that with its common shares having been approved as DTC Eligible and included in the DRS/DWAC system, Nasdaq has informed Village Farms that trading in its common shares will resume at 12:00 p.m. ET today, Monday, March 11, 2019.

Village Farms’ common shares continue to trade on the Toronto Stock Exchange under the symbol “VFF”.

As previously reported, Nasdaq had advised Village Farms that its common shares were not part of the Depository Trust Clearing Company DRS/DWAC system, which is a mandatory requirement for listing on Nasdaq, and trading in Village Farms shares was temporarily halted while the matter was remedied. At the time of the Company’s application to Nasdaq, the Company provided Nasdaq with information generated from a third-party which incorrectly confirmed that Village Farms’ common shares would be included in the DRS/DWAC system at the commencement of their trading on Nasdaq.

About Village Farms International, Inc.

Village Farms is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. Village Farms produces and distributes fresh, premium-quality produce with consistency 365 days a year to national grocers in the U.S. and Canada from more than nine million square feet of Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in British Columbia, Ontario and Mexico. The Company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its 50% ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The Company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp-derived CBD market, subject to compliance with all applicable U.S. federal and state laws, and has established a joint venture, Village Fields, for multi-state outdoor hemp cultivation and CBD extraction.



Cautionary Language

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”), including those related to the Nasdaq listing and trading of its common shares. Forward-looking statements may relate to the Company’s future outlook or financial position and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected production, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Company. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the Company, Pure Sunfarms, Village Fields, the greenhouse vegetable industry or the cannabis and hemp industries are forward-looking statements. In some cases, forward-looking information can be identified by such terms as “outlook”, “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, “objectives”, or the negative or grammatical variation thereof or other similar expressions concerning matters that are not historical facts.

Although the forward-looking statements contained in this press release are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, that may cause the Company’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the Company’s filings with U.S. and Canadian securities regulators, including as detailed in the Company’s annual information form and management’s discussion and analysis for the year-ended December 31, 2017.

When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future results, performance, achievements, prospects and opportunities. The forward-looking statements made in this press release only relate to events or information as of the date on which the statements are made in this press release. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Lawrence Chamberlain

Investor Relations

LodeRock Advisors

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com


d721119dex993.htm EX-99.3


> ENT> EX-99.3 4 d721119dex993.htm EX-99.3

EX-99.3

Exhibit 99.3

 

LOGO

FOR IMMEDIATE RELEASE

Village Farms International to Host Fourth Quarter and Year End 2018 Conference Call on Thursday, March 14, 2019 at 11:00 a.m. ET

— Company to Report its Fourth Quarter and Year End 2018 Financial Results Via News Release on Wednesday, March 13, 2019 at Approximately 5:00 p.m. ET

Vancouver, BC, March 11, 2019 – Village Farms International, Inc. (“Village Farms” or the “Company”) (TSX: VFF) (NASDAQ: VFF) today announced it will host a conference call to discuss its fourth quarter and year end 2018 financial results on Thursday, March 14, 2019 at 11:00 a.m. ET. 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/2GRVAcz.

The Company expects to report its fourth quarter and year end 2018 financial results via news release on Wednesday, March 13, 2019 at approximately 5:00 p.m. ET.

Conference Call Archive Access Information

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 8558907 followed by the pound key. The telephone replay will be available until Thursday, March 21, 2019 at midnight (ET). The conference call will also be archived on Village Farm’s web site at http://villagefarms.com/investor-relations/investor-calls.

About Village Farms International, Inc.

Village Farms is one of the largest and longest-operating vertically integrated greenhouse growers in North America and the only publicly traded greenhouse produce company in Canada. Village Farms produces and distributes fresh, premium-quality produce with consistency 365 days a year to national grocers in the U.S. and Canada from more than nine million square feet of Controlled Environment Agriculture (CEA) greenhouses in British Columbia and Texas, as well as from its partner greenhouses in British Columbia, Ontario and Mexico. The Company is now leveraging its 30 years of experience as a vertically integrated grower for the rapidly emerging global cannabis opportunity through its 50% ownership of British Columbia-based Pure Sunfarms Corp., one of the single largest cannabis growing operations in the world. The Company also intends to pursue opportunities to become a vertically integrated leader in the U.S. hemp-derived CBD market, subject to compliance with all applicable U.S. federal and state laws, and has established a joint venture, Village Fields, for multi-state outdoor hemp cultivation and CBD extraction.



LOGO

Contact Information

Lawrence Chamberlain

Investor Relations

LodeRock Advisors

(416) 519-4196

lawrence.chamberlain@loderockadvisors.com


Additional Files
FileSequenceDescriptionTypeSize
0001193125-19-071426.txt   Complete submission text file   48846
$VFF

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