November 10, 2016 – Vancouver, BC
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 will implement the Plan of Arrangement with its wholly owned subsidiary, NHS Industries Ltd. (“NHS”) approved by the Company’s shareholders at its AGM (see News Releases dated September 22 and 30, 2016). The Company will prepare NHS facilities and infrastructure in Langley, BC in anticipation of Canada’s recreational marijuana industry.
Plan of Arrangement
New Age Farm and NHS entered into an arrangement agreement effective August 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, 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
Share Distribution Record Date
The board of directors of New Age Farm have set the share distribution record date of the Plan of
Arrangement at close of business on November 30, 2016 (the “Share Distribution Record Date”).
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 November 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 (the “Circular”).
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 State and NHS will be responsible
for operations at the Langley location. Shareholders of New Age Farm will now hold an interest in two
operating agribusinesses and will benefit from the Company’s plan to list NHS Industries Ltd. on a stock
exchange that will ultimately provide shareholders the opportunity to realize the benefit of additional
liquidity in their investments.
About New Age Farm
Through its Washington State subsidiary, New Age Farm owns two properties, one located in Sumas, WA,
and the other in Oroville, WA, where it offers fully built out turnkey service operations to licensed I-502
tenant-growers who will lease the facilities for production and / or processing. With three leases already in
place, operations in Washington State have begun and will expand further as the Company completes its
build outs. In compliance with state regulatory requirements, New Age Farm’s facilities feature 24 hour
security that enhances the safety and security of the community, our tenant-growers and their operations.
All New Age Farm’s tenant-growers hold either Tier 2 or Tier 3 licenses allowing them to produce and / or
process marijuana for sale at wholesale to marijuana processor licensees and to other marijuana producer
licensees. A Tier 3 license allows for between ten thousand square feet and thirty thousand square feet of
dedicated plant canopy while Tier 2 licensees can have up to ten thousand square feet of dedicated plant
canopy. Revenue is generated on a base lease rate and the level of service that the tenant-grower requires
for its production and / or its processing needs.
About the Washington I-502 Marijuana Market
According to the News Tribune, in the second quarter of 2016 overall sales of marijuana products in
Washington State surpassed US$200 million for the first time. Based on an analysis of records from two
state agencies, they reported that the gap between liquor sales and marijuana sales is steadily closing: while
hard liquor sales surpassed cannabis sales by $54.8 million in Q1, the difference between the two decreased
to $37 million in Q2. In July 2016, Washington State consolidated the marijuana retail market by closing
medical marijuana shops and requiring all sales to be made through I-502 licensed recreational marijuana
storefronts. Following this, sales at retail marijuana shops increased by $66.6 million in the third quarter of
the year, to $278.6 million. Washington voters legalized recreational marijuana in 2012. In November 2016
voters in California, Maine, Massachusetts and Nevada approved recreational marijuana. In prior election
years, Colorado, Oregon and Alaska also legalized recreational marijuana. In fact, nearly 60 percent of
Americans now live in a state where cannabis is legal or soon to be legal in some form.
Through its wholly-owned subsidiary, NHS Industries Ltd. (“NHS”), New Age owns a five and a half acre
greenhouse facility in the lower mainland of BC with a 48,000 square foot greenhouse facility, capable of
growing 2.4 million 4” potted plants annually. NHS is in the process of formulating innovative proposals
for small scale agricultural facilities for exploring multiple avenues for cash flow processes. The facility is
located minutes from three major Canada – USA border crossings and direct routes to the lower mainland
west and to all points east and west along 16th Ave to Hwy 99 and to Hwy 1 make its location in South
Langley an ideal hub. NHS intends to become a beta site for sustainable growing capabilities as well as
minimizing all carbon footprints with regard to all its on-site operations. This facility will meet a growing
demand in the Metro Vancouver and Fraser Valley areas to help smaller growers become more efficient,
more productive, implement value added product lines, and reduce waste. At the Company’s 2016 Annual
and Special General Meeting, shareholders voted to approve a spin out of NHS as a separate company and
New Age Farm has set the Share Distribution Record Date at November 30, 2016. Further information is
available in the Company’s meeting materials available on SEDAR.
For further information about New Age Farm, please consult the Company’s profile on SEDAR at
On Behalf of the Board Of Directors
President and Chief Executive Officer
For Further Information Contact
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.