NEWS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS
New Age Farm Inc. Approved
for Trading on the CSE
BC / ACCESSWIRE / Aug 18, 2014 / New Age Farm Inc. (CSE:NF)
(“New Age” or the “Company”) is pleased to announce that it will begin
trading on the Canadian Securities Exchange (the “Exchange”) on Monday, August
18, 2014 under the symbol NF.
New Age recently completed an Arrangement with Five
Nines Ventures Inc. (“Five Nines”), whereby New Age acquired a letter of intent
with NHS Industries Ltd. in exchange for issuing shares in New Age to Five
Nines. Further details of the terms of the Arrangement can be found in Five
Nines' news release dated April 9, 2014 that is available on SEDAR under Five
Subsequent to completing the Arrangement, New Age completed
a three-cornered amalgamation (the “Amalgamation”) with NHS Industries Ltd.
(“NHS”) and 0998955 BC Ltd. (“Newco”), a wholly-owned subsidiary of New Age, a
company incorporated solely for the purpose of completing the Amalgamation,
pursuant to which Newco amalgamated with NHS to form a combined entity
(“Amalco”) and the Company issued New Age shares to the holders of common
shares of NHS on the basis of one common share of the Company for each share of
NHS. As a result of the Amalgamation, Amalco became a wholly-owned subsidiary
of the Company.
Pursuant to the Amalgamation, Amalco adopted the name
and year end of NHS Industries Ltd. and, based on the exchange of New
Age shares for NHS shares, Amalco is considered the acquirer for accounting
purposes (commonly referred to as a “Reverse Takeover”). As a result, for financial reporting purposes,
the Company is considered to be a continuation of Amalco, the legal subsidiary,
except with regard to authorized and issued share capital, which is that of New
Age, the legal parent. Following the Amalgamation, New Age has 36,848,091shares issued and outstanding.
About NHS Industries Ltd.
NHS is a five and a half acre greenhouse facility in
the lower mainland of BC with a 48,000 ft2 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 company 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.
The company is proposing to build an additional 30,000
ft2 warehouse / processing facility to supplement the growing
capabilities of the existing greenhouse structures. The facility is located
minutes from three major Canada – USA border crossings. As well, direct routes
to the lower mainland west and to all points east and west along 16th
Ave to Hwy 99 and to Hwy 1 makes its location in South Langley an ideal hub.
With the operation expecting to come on line in late
2015, this facility will require significant capital investment in order to
provide the range of services demanded by potential clients. Total capital required will be approximately
$3,000,000 and will be put toward:
· Proposed building costs of $2,000,000
· Geo Thermal Installation of $500,000
· Environmental Studies of $25,000.00
· Equipment costs of $400,000.00
· Miscellaneous $75,000
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
On Behalf Of The Board Of
President and Chief
information, please contact:
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. See the cautionary
statement “Forward-Looking Statements” and “Risk Factors” in the Company’s Listing
Statement dated August 1, 2014 available under the Company’s profile at www.thecse.com. . 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 PRESS RELEASE, REQUIRED
BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN
OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE 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
PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Source: New Age Farm Inc.