New Age Farm Inc. (CSE:NF) (OTC:NWGFF) (FSE:ONF) (www.newagefarminc.com) (“New Age Farm” or the “Company”) is pleased to announce that it at its Annual and Special General Meeting of shareholders held on Tuesday, September 27, 2016 (the “Meeting”) the New Age Farm shareholders (the “Shareholders”)approved, among other things, a plan of arrangement between New Age Farm and its subsidiary, NHS Industries Ltd. (“NHS”).
Plan of Arrangement
New Age Farm and NHS entered into an arrangement agreement effective August 31, 2016 whereby New Age Farmwould spin-off NHS, together with all its assets and liabilities, as a separate operating entity and NHS would operate the Company’s Langley Property located in Langley, British Columbia (the “Arrangement”). In return, following completion of the Arrangement, Shareholders would hold one new share (each, a “New Share”, collectively the “New Shares”) in the capital of the Company and its pro–rata share of the post-consolidation NHS Shares to be distributed under the Arrangement for each currently held New Age Farm share. The New Shares would be identical in every respect to the present New Age Farm Shares.
The Arrangement was unanimously approved by the Shareholders at the Meeting, and remains subject to final approval from applicable regulators. The Company provided full details of the Arrangement in an information circular that was mailed to the Shareholders and is available on SEDAR (the “Circular”).
Information for Shareholders Regarding the Plan of Arrangement shareholders are advised that the Company plans to proceed with the Arrangement as described in the Circular and that the following steps have or will occur:
NHS has sought the consent of its creditors, to permit the transfer of liabilities from NHS to New Age Farm as more fully described in the Circular and the arrangement agreement (the “Arrangement Agreement”) (both available on SEDAR);
The shareholders of NHS have approved the Arrangement;
NHS will transfer the NHS transferred liabilities as described in the Arrangement Agreement, subject to final adjustments, to New Age Farm (the “NHS Transferred Liabilities”);
NHS will issue that number of common shares of NHS to New Age Farm that will equal the value of the NHS Transferred Liabilities, at a deemed price of not less than $0.03 per NHS shares and not more than $0.10 per NHS share.
NHS will effect a share consolidation of the NHS shares on the basis of up to 1 new NHS share for each 5 previously held NHS shares (the “Post-consolidation NHS Shares”);
New Age Farm shares will remain unchanged; only the NHS shares will be subject to consolidation;
New Age Farm will set a share distribution record date which will be the date on which the New Age Farm Shareholders will each receive their pro-rata share of the Post-consolidation NHS Shares(the “Share Distribution Record Date”);
New Age Farm Shareholders will now hold shares in two separate and distinct companies: New Age Farm (where they will still own their original number of shares) and NHS.
New Age Farm will announce the Share Distribution Record in due course.
Other Matters acteduponat the Meeting
In addition to the resolution pertaining to the Arrangement, Shareholders received the consolidated financial statements of the Company, together with the auditor’s report thereon for the financial year ended December 31, 2015; elected Carman Parente, Anthony Chan and Lorraine Pike as directors; re-appointed Adam Sung Kim Ltd., Chartered Accountant, as auditor and authorized the directors to fix the auditor’s remuneration; approved a stock option plan for NHS. In addition, the Board of Directors appointed the Company’s officers as follows: Carman Parente as President and CEO, Anthony Chan as CFO and Lorraine Pike as Corporate Secretary.