New Age starts distributing NHS shares to holders

2017-08-21 09:01 ET – News Release

Mr. Carman Parente reports

NEW AGE FARM SPINS OUT SHARES OF NHS INDUSTRIES LTD. TO ITS SHAREHOLDERS

New Age Farm Inc. is providing this update regarding the plan of arrangement between New Age Farm and NHS Industries Ltd. As previously reported on November 10, 2016 and December 5, 2016, the shareholders of the Company approved the Arrangement and the Company set the share distribution record date at November 30, 2016 (the “Share Distribution Record Date”). As of the Share Distribution Record Date, New Age Farm has 105,573,317 common shares issued and outstanding.

Distribution of NHS Shares to New Age Farm Shareholders

New Age Farm and NHS have each instructed their respective transfer agents to begin the process of distributing the NHS Shares to New Age Farm Shareholders. The information in this news release is for the benefit of all the New Age Farm shareholders, and most particularly those who are entitled to receive NHS Shares.

New Age Farm shareholders entitled to NHS Shares do not need to take any action.

Those shareholders who held shares in New Age Farm (the “New Age Farm Shares”) as of the close of business on November 30, 2016 will automatically receive shares of NHS. Each New Age Farm shareholder will receive from NHS the number of common shares (the “NHS Shares”) equal to the issued and outstanding New Age Farm Shares held by the shareholder as of the Share Distribution Record Date, multiplied by a conversion factor (the “Conversion Factor”).

New Age Farm shares will not be affected in any way by the spin out of the NHS shares.

After the spin out of the NHS Shares, the New Age Farm Shares will be identical in every respect to the shareholders’ current New Age Farm Shares. As of the Share Distribution Record Date, each New Age Farm shareholder of record will continue to hold that number of common shares in the equity of New Age Farm held by the shareholder prior to the Arrangement.

New Age Farm shareholders will each receive their pro-rata share of NHS Shares

Based on the issued and outstanding shares in each of New Age Farm and NHS as of the Share Distribution Record Date, the Conversion Factor is 0.065195. This means that for each New Age Farm Share a shareholder owned as of the Share Distribution Record Date, he or she will receive 0.065195 shares of NHS. No fractional shares will be issued. NHS shares have a unique identifying CUSIP number assigned to them; it is 62914H107.

Remember, New Age Farm Shareholders do not need to take any action to receive NHS Shares.

No action is required on the part of the New Age Farm shareholders. If a New Age Farm shareholder is entitled to NHS Shares they will be sent in one of two ways: 1) the NHS Shares will be credited directly to the shareholder’s brokerage account; or 2) the NHS shares will be sent directly by mail of a certificate to the shareholder’s mailing address currently on file with New Age Farm. Most shareholders will receive their NHS Shares into their brokerage accounts.

New Age Farm shareholders can expect to receive their NHS Shares around the beginning of September.

Carman Parente, President and CEO of New Age Farm, commented: “We are pleased to be able to finish the spin out process and fulfill our commitment to the New Age Farm shareholders who have been waiting for the NHS Shares to be released. This is a milestone step toward the listing of the NHS Shares on the CSE. Our application has been submitted to the exchange and the review of our preliminary prospectus by the securities commission is progressing. We hope to have further news for you in this regard very soon. Your NHS Shares represent new value in the New Age Farm business model and we will be announcing more news regarding the NHS property and our plans for it in the near future. Once again, we must sincerely thank our shareholders and other stakeholders for their continued support. Thank you.”

Further Information about the Spin Out of NHS Shares

New Age Farm Shareholders who have questions regarding this process should first visit New Age Farm’s website where a list of frequently asked questions (FAQ’s) has been provided. If the answer to your question is not there, please contact the Company directly at 1-888-871-3936. The Company’s Corporate Secretary can answer your questions about the distribution of NHS Shares.

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