May 16, 2017 – Vancouver, BC
Not For Distribution to U.S. News Services or For Dissemination in the United States
New Age Farm Inc. (CSE:NF) (OTC:NWGFF) (FSE:ONF) (www.newagefarminc.com) (“New Age Farm” or the “Company”) announces that its subsidiary, NHS Industries Ltd. (“NHS”) has filed and obtained a receipt for its preliminary non-offering prospectus with the British Columbia Securities Commission (the “BCSC”). The preliminary prospectus contains important information relating to NHS and its currently issued securities and is subject to amendment as may be required by the BCSC. Copies of the preliminary prospectus are available on SEDAR at http://www.sedar.com under NHS’ SEDAR profile. NHS is the subject of a plan of arrangement with the Company whereby NHS will spin out from the Company to become an independently operated company and reporting issuer that will list its common shares on the Canadian Securities Exchange (the “CSE”). The preliminary prospectus is the first step in this listing process. NHS will now submit its listing application to the CSE and has reserved the trading symbol “NHS” for its common shares. More information regarding the Company and the plan of arrangement with NHS can be found in the Company’s disclosure record on SEDAR.
NHS is an agricultural services company based in Langley, BC focused on providing turnkey agricultural services at its fully Agricultural Land Reserve-approved location to entry level agricultural businesses seeking a location where they can take their product from seed to sale. NHS will offer value added services to offsite growers who wish to increase potential revenues from small scale agricultural operations. There is a significant trend toward local, clean-label food and NHS is positioned to assist growers in achieving maximum potential from their crops whether grown on the Langley site or grown off-site and brought in for further processing, storage and distribution. The entry barriers to becoming a grower are high. NHS aims to minimize the initial start-up costs for new growers by providing turnkey solutions that allow a tenant grower on its site to arrive, flip a switch and start farming. For growers who may have a small scale agricultural operation off-site, there are infrastructure, personnel and regulatory costs associated with creating a value added product from their crops. In a business with high overhead and tight margins, there may not be cash available to build on this infrastructure to get this aspect of their business underway. By providing everything the small-scale operator needs under one umbrella, NHS can help them increase the value of the crops by turning them into marketable products thereby allowing the operator to get the maximum income from its operations
Update to Plan of Arrangement
The filing of the preliminary prospectus is the first step in qualifying the NHS Shares for trading on a stock exchange. Once the BCSC has reviewed the preliminary prospectus and provided their commentary, NHS will respond and update the prospectus until such time as the BCSC accepts it as final. This process will take several weeks, after which time the NHS Shares will be ready to be listed for trading on the CSE. Until such time, New Age Farm continues to hold the NHS Shares in trust for the New Age Farm shareholders who are qualified to receive NHS Shares as of the Share Distribution Record Date (see New Age Farm news releases dated September 22, November 10 and December 5, 2016). The Company has prepared a series of FAQ’s for shareholders who are seeking more information on the Plan of Arrangement and the distribution of the NHS Shares, which can be found on its website at http://newagefarminc.com/investors/nhs-faqs/ .
Carman Parente, president and CEO of New Age Farm commented, “The Company understands that shareholders are eager to receive their NHS Shares, and we are undertaking all steps required to have the NHS Shares issued to shareholders in as timely manner as possible, while taking into account that until NHS is listed on a stock exchange, there is no market for the shares. Therefore, the Company and NHS are working toward the listing event as a very significant milestone and a high priority so that we can bring this new value to shareholders. We look forward to working with the CSE to list the NHS Shares on the exchange.”
For further information about New Age Farm, please consult the Company’s profile on SEDAR at www.sedar.com.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Readers are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected including, but not limited to completion of planned improvements at both the Canadian and US sites on schedule and on budget, the availability of financing needed to complete the Company’s planned improvements on commercially reasonable terms, planned occupancy by the tenant-growers, commencement of operations, the ability to mitigate the risk of loss through appropriate insurance policies, and the risks presented by federal statutes that may contradict local and state legislation respecting legalized marijuana. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances save as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This news release does not constitute an offer of securities for sale in the United States. These securities have not and will not be registered under United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to a U.S. Person unless so registered, or an exemption from registration is relied upon.