Affinor Growers Inc. recently announced that it has signed a binding Letter of Intent to purchase 100% of the private equity in Vertical Designs Aruba (VDA).
The Aruba corporation was established in 2018 to produce fruits, vegetables, and pending receipt of a medical cannabis production license from the Government of Aruba.
Nick Brusatore CEO: “Affinor’s mission is to serve the world with sustainable agriculture technology with no compromises on quality. I am so excited about this project. Aruba is a warm, beautiful country filled with wonderful people. I am so proud to be part of the movement for global sustainability and national self-sufficiency serving nations like Aruba.”
Affinor’s plan in Aruba is to produce food and cannabis sustainably and cost-efficiently in one of the best growing climates worldwide. Over 100 acres on the proposed north island site is available and can accommodate 1,000 vertical towers per acre. Full development would create a new global medical cannabis industry leader and open international markets. The benefits to Aruba include local food production to reduce imports, high wage employment, education, technology transfer, and taxation income.
The consideration is all shares at 52,000,000 common shares and contingent upon the achievement of certain performance milestones:
The terms of the purchase and performance milestones are as follows. The first milestone for the company is a Cannabis Production for Exportation Licence which is issued from the Government of Aruba. Up to 49% of the project is sold for a specified minimum price subject to approval by the Affinor Board of Directors of AFI.CN.
The terms upon achievement of the first milestone are: the shareholders will receive 26,000,000 common shares in AFI.CN with the standard 4-month hold. An executive bonus of 10% of the amount above the Minimum Sale Price noted above plus CDN$500,000. A pre-determined amount of the Minimum Sale Price will be retained in VDA to build out the first facility in Aruba.
The second milestone is to build out a minimum 200 (two) tower facility in Aruba. The first 5,000-6,000lbs (2,300 to 2,700 kilos) of cannabis produced in Aruba is successfully exported and completely sold out at a pre-determined or mutually agreed amount.
Terms: Upon completion of Milestone 2, the balance of 26,000,000 common shares in AFI.CN will be issued the former VDA shareholders with a standard 4-month hold.
Affinor’s patented farming technology and QA processes are sustainably delivered through alternative energy from Tesla, composting technology, and LED lighting. Affinor is utilizing The Tesla Powerwalls and Solar in its Abbotsford BC greenhouse. This is especially important as the company grows across Canada and works toward full ESG compliance globally. Affinor’s vertical farming technology levels the playing field for plant production globally.
Certain insiders of the Company are related parties to VDA and as such, the transaction is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to insiders nor the consideration paid by such persons exceeded by 25% of the Company’s market capitalization.
