June 25, 2018 – Vancouver, British Columbia – Future Farm Technologies Inc. (the “Company” or “Future Farm”) (CSE: FFT) (OTCQX: FFRMF) is pleased to announce that on June 21 the Supreme Court of British Columbia issued the Interim Order permitting Future Farm to conduct an annual general and special meeting of its shareholders at 10:00 a.m. (Vancouver time) on Thursday, July 26, 2018 at 1200 – 750 West Pender Street, Vancouver, British Columbia. At the meeting the shareholders will, amongst other things, consider and, if deemed advisable, pass, with or without amendment, a special resolution authorizing a plan of arrangement among Future Farm, the Future Farm shareholders and NexTech AR Solutions Corp. (“NexTech”).
If the plan of arrangement is approved, Future Farm will, effectively, spin-out 11,000,000 common shares of NexTech now owned by Future Farm to the Future Farm shareholders on a pro rata basis. Future Farm shareholders will then own approximately 25.86% of the issued and outstanding common shares of NexTech. On a per share basis, Future Farm shareholders would be entitled to receive, for every one common share of Future Farm held by them, a fraction of a NexTech common share equal to the quotient of 11,000,000 NexTech common shares divided by the number of Future Farm common shares outstanding on the close of business on the last trading day on the CSE immediately prior to the effective date (the “Effective Date”) of the plan of arrangement. For example, based on the 125,577,358 Future Farm common shares issued and outstanding as of June 22, 2018, Future Farm shareholders would be entitled to receive, for every one Future Farm common share held, approximately 0.0876 of a NexTech common share. The actual ratio will be different because it is not possible at this time to know the exact number of Future Farm shares that will be outstanding on the last trading day before the Effective Date.
The last trading day on the CSE immediately prior to the Effective Date will also be the record date for the distribution of NexTech shares (the “Share Distribution Record Date”). In other words, any Future Farm shareholder of record on the Share Distribution Record Date will be the shareholder who receives the NexTech shares to be spun out. The Share Distribution Record Date cannot be set until the plan of arrangement is approved by the Future Farm shareholders at the meeting, the British Columbia Supreme Court issues its final order approving the arrangement and other customary closing conditions are met. Future Farm expects that process will result in the Share Distribution Record Date being August 7. Notice of the actual Share Distribution Record Date and the Effective Date will be given to the Future Farm Shareholders through one or more press releases.
Future Farm expects to mail a Management Information Circular regarding the plan of arrangement this week. The Management Information Circular contains important detailed information which should be reviewed carefully by all Future Farm shareholders before they determine how to vote their shares.
The securities referenced in this news release have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, contact William Gildea, Director, at (888) 387-3761.
On behalf of the Board,
Future Farm Technologies Inc.
William Gildea, Chairman and CEO
About Future Farm Technologies Inc.
Future Farm is a Canadian company with holdings throughout North America including California, Massachusetts, Florida, Maine, Puerto Rico and Newfoundland. The Company’s mission is to advance sustainable agriculture through production of wholesale and retail cannabis products, including hemp. As a leader in its field, Future Farm is committed to using only the highest quality processes and products. Towards this goal, the Company acquires or partners with licensed cannabis operators, and acquires or develops leading technologies in cannabis production, breeding, genetics, and Controlled Environment Agriculture (CEA). Future Farm’s scalable, indoor CEA systems utilize minimal land, water and energy resources. The Company holds an exclusive, worldwide license to use a patented vertical farming technology that, when compared to traditional plant production methods, generates yields up to 10 times greater per square foot of land.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. There is no guarantee that the Company will complete the Arrangement, or if completed, will be listed on a stock exchange. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.