Village Farms International, Inc. Announces \$15 Million Registered Direct Offering

Key Highlights from Recent SEC Filing

• Offering Size and Structure: Village Farms International, Inc. (“the Company”) has entered into Securities Purchase Agreements for a registered direct offering totaling approximately US\$15 million in gross proceeds. The offering is expected to close on June 8, 2026, subject to customary closing conditions.
• Use of Proceeds: The Company intends to use the proceeds from the offering for general working capital purposes.
• Per Share Purchase Price: Common Shares are being offered at a purchase price of \$2.00 per share, subject to standard adjustments for corporate actions such as stock splits or dividends.
• Listing and Trading: The Company’s common shares are listed on the NASDAQ Stock Market under the trading symbol VFF. The Company is in compliance with all listing and maintenance requirements and has not received any notice of non-compliance from the exchange.
• Lock-Up Period: The Company and its subsidiaries have agreed to a 60-day lock-up period from the closing date. During this period, they will not issue, agree to issue, or announce the issuance of additional common shares or equivalents, nor file any new registration statements (with limited exceptions).
• Placement Agent: The offering is being conducted pursuant to a Placement Agent Agreement. Key documentation, including the Placement Agent Agreement and Lock-Up Agreement, has been filed as exhibits to the 8-K.
• Legal Opinion: Torys LLP has provided a legal opinion confirming that the new common shares are duly authorized, validly issued, fully paid, and non-assessable under Ontario and Canadian federal law.
• Capitalization: Upon closing, the Company expects to have not fewer than 121,811,130 common shares issued and outstanding.
• No Material Non-Public Information: Management has confirmed that all material, non-public information relating to this transaction has been disclosed, and no confidential treatment requests are pending with the SEC.
• Not an Emerging Growth Company: The Company has indicated it is not an emerging growth company under the relevant SEC definitions.
• No Written Communications, Soliciting Materials, or Tender Offers: The filing indicates that none of the checkboxes relating to written communications (Rule 425), soliciting material (Rule 14a-12), or tender offer communications (Rules 14d-2(b) or 13e-4(c)) apply to this filing.

Implications and Potential Price Sensitivity

• Dilution: The issuance of new common shares may be dilutive to existing shareholders, which is a factor that could impact the Company’s share price depending on market perception and the use of proceeds.
• Lock-Up Agreement: The 60-day lock-up could provide near-term supply discipline, potentially supporting the share price by limiting new share issuance during this period.
• Working Capital Usage: Proceeds are to be used for general working capital, which can be positive if deployed efficiently, but there are no specific strategic investments or debt repayments highlighted.
• Market Confidence: The Company’s continued compliance with NASDAQ listing requirements and its legal confirmations regarding share issuance may support investor confidence.
• Timing and Market Conditions: The offering is expected to close shortly, but management cautions that completion will depend on market conditions and satisfaction of closing conditions.

Additional Details of Note

• No Registration Rights: Except as disclosed in filings, no person has rights to demand registration of any Company securities under the Securities Act.
• Internal Controls and Compliance: The Company confirms compliance with Sarbanes-Oxley and maintains robust internal controls, with no material changes since the last evaluation date.
• No Material Adverse Changes: Since the last audited financials, there have been no events or developments reasonably expected to cause a material adverse effect, aside from those already disclosed.
• Capitalization Table: All outstanding shares are validly issued, fully paid, non-assessable, and were issued in compliance with applicable laws.
• Legal Proceedings: No pending or threatened legal actions that could materially impact the Company have been disclosed.

Contact and Governance

• Executive Signature: The 8-K was signed by Stephen C. Ruffini, Executive Vice President and Chief Financial Officer, on behalf of the Company.
• Company Address: 90 Colonial Parkway, Lake Mary, Florida 32746
• Local Phone Number: 936-1190

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