Village Farms International, Inc. (TSX:VFF) entered into a share purchase agreement to acquire remaining 41.3% interest of Pure Sunfarms Corporation (PSF) from Emerald Health Therapeutics, Inc. (TSXV:EMH) for CAD 80.9 million on September 8, 2020. Village Farms has agreed to purchase 36.96 million common shares in the authorized share structure of PSF, representing all of the remaining shares of PSF not held by Village Farms. A minimum of CAD 60 million of the purchase price will be paid in cash at closing. The remainder of the purchase price, CAD 19.9 million, will be settled pursuant to the issuance by Village Farms at closing of a secured promissory note to EMH. In addition, CAD 0.95 million of the EMH's obligations under a promissory note that EMH had issued to PSF on March 6, 2020, may be settled or the purchase price will be increased accordingly. The Note will mature six months after closing and will be secured against a certain number of common shares of PSF held by Village Farms and will bear interest at a rate of 12% per annum. Village Farms intends to use up to $40 million (CAD 52.7 million) of the net proceeds from the offering of $49.8 million (CAD 65.6 million) to finance a portion of the acquisition. As a result of the Transaction, PSF will become a wholly owned subsidiary of Village Farms and EMH will cease to have any interest in PSF.

Pure Sunfarms' management and employees will become part of the Village Farms organization. Emerald Health Therapeutics, Inc. has agreed to pay a termination fee of CAD 3 million upon the occurrence of certain events. For the year ended December 31, 2019, Pure Sunfarms Corporation's net assets were reported as $91.59 million (CAD 120.6 million). Completion of the Transaction is subject to customary conditions, including obtaining applicable third party and lender consents and regulatory approvals and approval of the shareholders of EMH. The Share Purchase Agreement was unanimously approved by the board of directors of EMH and the board of directors recommends that EMH's shareholders vote in favor of the Transaction. As of September 30, 2020, the transaction remains subject to the final approval by the TSXV. As of October 29, 2020, the transaction is approved by the shareholders of Emerald Health Therapeutics. The transaction is expected to be completed in late October 2020. As of September 10, 2020, the transaction is expected to close in the fourth quarter of 2020. As of October 29, 2020 the transaction is expected to close in the coming days. The Pure Sunfarms Transaction will be immediately accretive to Village Farms' net income. Haywood Securities Inc. provided fairness opinion to Emerald. Origin Merchant Partners acted as financial advisor to Village Farms. Torys LLP acted as legal advisor to Village Farms International and Bennett Jones LLP acted as legal advisor to Emerald Health Therapeutics.

Village Farms International, Inc. (TSX:VFF) completed the acquisition of remaining 41.3% interest of Pure Sunfarms Corporation (PSF) from Emerald Health Therapeutics, Inc. (TSXV:EMH) on November 2, 2020.