Five Nines Ventures Ltd.

April 15, 2014 12:59 ET

Five Nines Ventures Ltd. Announces the Final Stage of Spinning Out New Age Farm Inc., Formerly 0981624 B.C. Ltd., and Entering Into A Definitive Amalgamation Agreement With NHS Industires Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 15, 2014) - New Age Farm Inc. (formerly 0981624 B.C. Ltd.) ("NAF") or (the "Company"), a company to be spun out from Five Nines (CSE:FIV), wishes to announce that it is in the final stage of entering into a three-cornered amalgamation agreement (the "Amalgamation") with NHS Industries Ltd. ("NHS") and 0998955 BC Ltd. ("Newco"), a wholly-owned subsidiary of NAF, a company incorporated solely for the purposes of completing the Amalgamation, pursuant to which Newco amalgamated with NHS to form a combined entity ("Amalco") and the Company will issue 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 will become a wholly-owned subsidiary of the Company. The Company anticipates entering into this definitive agreement with NHS upon completing the push out and the consolidation of its common shares described below.

Concurrent to entering into an amalgamation agreement with NHS, management of NAF also believes that, in order for the company to more easily attract capital financing in to the company, it would be best for NAF to proceed with a capital-reorganization. The articles of the NAF provide that the board of directors may, by resolution of the directors, subdivide or consolidate all or any of its unissued, or fully paid, issued shares. On April 10, 2014, the directors of the NAF believed that it is in the best interests of the company and approved to consolidate the issued and outstanding common shares in the capital of the NAF on the basis of one (1) common share for every ten (10) issued and outstanding common shares. The consolidation of NAF shares will be completed immediately after or concurrently with the push out of its 2,433,667 common shares from Five Nines Ventures Ltd. ("Five Nines") into the hands of Five Nines shareholders, in pursuant to an approved Plan of Arrangement (please refer to press release issued by Five Nines dated April 9, 2014).

In effect, after the consolidation, shareholders of Five Nines as of December 31, 2013 will receive one (1) share of NAF for every one hundred (100) shares of Five Nines shares held as of the cut-off date of December 31, 2013. After the consolidation, NAF will have 243,367 issued and outstanding common shares.

The board of directors of the Company also approved to change the Company's name to "New Age Farm Inc." and the notice of alteration to change its name was also filed on April 10, 2014.

Following the completion of the Amalgamation, the Company will complete the listing of its common shares for trading on the Canadian Securities Exchange (CSE).

Information About NHS Industries Ltd.

NHS is a five and a half acre greenhouse facility in the lower mainland of BC with a 48,000 sq ft 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 regards to all on site operations.

The company is proposing to build an additional 30,000 sq foot 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 (264th ST crossing, 176th truck crossing & Peace Portal crossing). 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 this 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 utilized towards:

  • 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
  • Misc $75,000

This facility will meet a growing demand in the Metro Vancouver and Fraser Valley areas to help the smaller growers become more efficient, more productive, implement value added product lines, and reduce waste.

Sources of expected revenue:

  • Greenhouses capable of growing 2.4 million four inch potted plants / year
  • 80,000 cu yds of peat soil sold in bulk or in bags
  • Fill Site Fees ($49 - $79/15yd truck load
  • Warehousing - ability to hold 3,000 skids
  • Commercial Kitchen / Processing fees

NHS has already completed the audit of its financial statements, which comprise the statements of financial position as at December 31, 2013 and December 31, 2012, and the statements of operations and comprehensive operations, statements of cash flows and statements of changes in shareholders' equity (deficiency) for the years ended December 31, 2013, December 31, 2012 and December 31, 2011, and a summary of significant accounting policies and other explanatory information.

This press release may contain projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of NAF. These risks and uncertainties could cause actual results and NAF's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made by this notice.NAF assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.

Contact Information

  • Carman Parante