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VANCOUVER, BC / ACCESSWIRE / June 3, 2020 / Agri Tech Farms International Inc. (formerly, 1169029 B.C. Ltd.) (the "Company" or "Agri Tech Farms") announces that through its subsidiary, Agri-Tech Farms Limited ("ATFL"), it has entered into a joint venture with two other general partners consisting of Adavia Pharmaceutical Corp. ("APC"; Toronto, Ontario Canada) and Agfor Florestal Capital Ltda. ("AFCL"; Sao Paolo, Brazil) that is planned to commence operations on July 1, 2020; subject to standard due diligence, approvals and closing matters on or before June 30, 2020 (see "COVID-19 Impacts").
Joint Venture
The proposed JV is structured with three general partners as follows with each bearing their relative risk of profit and loss and capital contributions, if needed, based on their respective interest as follows:
Partner | Abbrev. | Interest |
JVP1 (APC) - shall contribute Adavia Pharmaceutical Corp. Israel ("APCI"), including its intellectual property, R&D labs, product and marketing expertise and banking facilities to the JV. APCI shall become a wholly owned subsidiary of the JV Newco. APCI shall also pay €4 (CAD $6) million (when funding available) for a 50% equity interest in APC, its former parent company (after contribution to the JV).
JVP2 (ATFL) - shall contribute plant-based products, distribution, and banking instrument referral for funding APCI and the JV.
JVP3 (AFCL) - shall contributed farming and business operations for agricultural products (commodity level), including: beef, pork, chicken and sheep (live and processed), in addition to various grain products such as barley, corn, soya, canola, legumes, etc. It will also bring its sales and marketing network, expertise and contacts for sales and distribution into China and globally. Further, AFCL will provide banking and financial support through loan, principal and interest repayments on behalf of the JV.
Funding
The JV will be funded up to €275 (CAD $417) million through one or more bank instruments (the "Bank Instrument(s)") arranged through Agri Tech Farms contacts and financially backstopped by AFCL, as noted above.
The JV partnership anticipates paying investment banking/consulting fees of up to 1% of funding provided through the Bank Instrument(s).
The Company anticipates paying a finder's fee regarding its JV interest upon closing of the transaction.
COVID-19 Impacts
Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus ("COVID-19"). The Company continues to operate and move its business activity forward at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations, cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in 2020 and beyond, including its pending Partnership that is dependent on the opening up of the economy, lifted business restrictions, permission of non-essential travel, in addition but not limited to related impacts such as 14-day self-quarantine requirements.
About Agri Tech Farms International
Agri Tech Farms, based near Vancouver, B.C. Canada, is in the Life Sciences sector with a core business plan of developing agricultural and health operations in Canada and globally.
For further information please contact:
Don Schmidt, CEO and Director
E-mail: jjf1@shaw.ca
Phone: (604) 240-3359
Disclaimer for Forward-Looking Statements
This news release contains forward-looking statements that involve various risks and uncertainties regarding future events. Such forward-looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the Financing, the proposed allocation of the proceeds of the Financing and the payment of finder's fees to eligible finders in connection with the Financing. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include general market conditions and other factors beyond the control of the Company. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.
None of the securities issued in connection with the Financing will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
SOURCE: Agri Tech Farms International Inc.
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