Organic Flower Sets Record Date for Final AgraFlora Distribution, Announces 7-for-1 Share Consolidation and Acquisition of Bendu Capital

VANCOUVER, British Columbia, May 27, 2020 (GLOBE NEWSWIRE) -- Organic Flower Investments Group Inc. (CSE: SOW)(FWB: 2K6)(OTC: QILFF) ("Organic Flower" or “OFIG” or the “Company”) announces that it has set May 28, 2020 as the record date (the “Record Date”) for the final distribution (the "Final Distribution") of common shares in the capital of AgraFlora Organics International Inc. (“AgraFlora”). As previously announced, the Company sold its cannabis industry focused downstream and product formulation portfolio to AgraFlora in Q2 2019. As consideration for the sale of the portfolio, the Company was issued an aggregate of 348,109,251 common shares of AgraFlora.

On June 12, 2020 (the “Distribution Date”) an aggregate of 282,072,834 common shares will be distributed to the shareholders of the Company as of the Record Date, on a pro-rata basis. Canadian shareholders as at the Record Date will be eligible to receive the Final Distribution. Non-resident shareholders will be entitled to receive the Final Distribution, net of any applicable withholding taxes.  Organic Flower Shareholders with questions regarding the tax treatment of the Final Distribution should consult with their own tax advisors.

The Company announces that its Board of Directors has authorized the implementation of a consolidation (the “Consolidation”) of the Company’s common shares (“Shares”) on the basis of one (1) post-Consolidation Share for every seven (7) pre-Consolidation Shares, effective May 29, 2020 (the “Effective Date”).

The Company currently has 312,379,370 Shares issued and outstanding. Following the Consolidation, there will be approximately 56,481,746 Shares issued and outstanding. No fractional Shares will be issued and any fractions of a Share will be rounded down to the nearest whole number of Shares. The exercise or conversion price and the number of Shares issuable under any of the Company’s outstanding convertible securities will be proportionately adjusted upon Consolidation.

The Shares will start to be traded on the Canadian Securities Exchange (“CSE”) on a post-Consolidation basis, under the new CUSIP number 68622A201. The Company’s Shares are expected to begin trading on a post-Consolidation basis on the CSE when the markets open on May 29, 2020.

Shareholders of record as at the Effective Date will receive a letter of transmittal providing instructions for the exchange of their Shares as soon as practicable following the Effective Date.