New Age Farm Inc (C:NF)
Shares Issued 77,877,259
Last Close 11/9/2016 $0.095
Thursday November 10 2016 – News Release
Mr. Carman Parente reports
NEW AGE FARM SETS SHARE DISTRIBUTION RECORD DATE FOR NHS INDUSTRIES LTD. SPIN OUT TO ESTABLISH SEPARATE CANADIAN MARIJUANA OPERATION
New Age Farm Inc. will implement the plan of arrangement with its wholly owned subsidiary, NHS Industries Ltd., approved by the company’s shareholders at its annual general meeting (see news releases dated Sept. 22 and Sept. 30, 2016). The company will prepare NHS facilities and infrastructure in Langley, B.C., in anticipation of Canada’s recreational marijuana industry.
Plan of arrangement
New Age Farm and NHS entered into an arrangement agreement effective Aug. 31, 2016, whereby New Age Farm would 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, B.C. In return, following completion of the arrangement, shareholders would hold one new share in the capital of the company and its pro rata share of the postconsolidation 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.
Share distribution record date
The board of directors of New Age Farm has set the share distribution record date of the plan of arrangement at close of business on Nov. 30, 2016. Shareholders as of the share distribution record date will be entitled to receive the new shares and the NHS shares. Each shareholder of record on Nov. 30, 2016, will participate in the arrangement on a pro rata basis and, upon completion of the arrangement, will continue to hold substantially the same pro rata interest they held in the company prior to completion of the arrangement. The new shares will be identical in every respect to the shareholders’ current New Age Farm shares; in addition, each New Age Farm shareholder will receive from NHS the number of common shares equal to the issued and outstanding common shares of New Age Farm held by the shareholder as of the share distribution record date, divided by an exchange ratio.
The arrangement was unanimously approved by the shareholders at the AGM 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.
After the arrangement
Following completion of the arrangement, there will be two separate operating companies: New Age Farm Inc. and NHS Industries Ltd., each with its own assets, liabilities and separate business operations. New Age Farm will continue to operate the properties in Washington and NHS will be responsible for operations at the Langley location. Shareholders of New Age Farm will now hold an interest in two operating agri-businesses and will benefit from the company’s plan to list NHS Industries on a stock exchange that will ultimately provide shareholders the opportunity to realize the benefit of additional liquidity in their investments.