What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 360 added, 177 removed, 333 unchanged (62% of the section changed)

3 unchanged sentences

(In thousands of United States dollars, except share data)

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Trade receivables, net

2 unchanged sentences

Prepaid expenses and deposits

Current assets of discontinued operations

Total current assets

4 unchanged sentences

Right-of-use assets

Non-current assets of discontinued operations

Current liabilities

8 unchanged sentences

Other current liabilities

Current liabilities of discontinued operations

Total current liabilities

4 unchanged sentences

Other liabilities

Non-current liabilities of discontinued operations

Total liabilities

3 unchanged sentences

Common stock, no par value per share - unlimited shares authorized;

112,337,049 shares issued and outstanding at March 31, 2025 and 112,337,049 shares issued and outstanding at December 31, 2024.

112,644,169 shares issued and outstanding at June 30, 2025 and 112,337,049 shares issued and outstanding at December 31, 2024.

Additional paid in capital

7 unchanged sentences

(In thousands of United States dollars, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

2 unchanged sentences

Interest income

Foreign exchange loss

Loss before taxes

Foreign exchange gain (loss)

Goodwill and intangible asset impairments

Income (loss) before taxes and equity method investment income

Provision for income taxes

Loss including non-controlling interests

Equity method investment income, net of tax

Income (loss) from continuing operations

Income (loss) from discontinued operations, net of tax

Income (loss) including non-controlling interests

net loss (income) attributable to non-controlling interests, net of tax

Net loss attributable to Village Farms International, Inc.

Basic loss per share attributable to Village Farms International, Inc.

Diluted loss per share attributable to Village Farms International, Inc.

Net income (loss) attributable to Village Farms International, Inc.

Basic income (loss) per share attributable to Village Farms International, Inc.

shareholders from:

Continuing operations

Discontinued operations

Basic income (loss) per share attributable to Village Farms International, Inc.

Diluted income (loss) per share attributable to Village Farms International, Inc.

shareholders from:

Continuing operations

Discontinued operations

Diluted income (loss) per share attributable to Village Farms International, Inc.

Weighted average number of common shares used

in the computation of net loss per share (in thousands):

Loss including non-controlling interests

in the computation of net income (loss) per share (in thousands):

Income (loss) including non-controlling interests

Other comprehensive income (loss):

Foreign currency translation adjustment

Comprehensive loss including non-controlling interests

Comprehensive income (loss) including non-controlling interests

Comprehensive (income) loss attributable to non-controlling interests

Comprehensive loss attributable to Village Farms International, Inc.

Comprehensive income (loss) attributable to Village Farms International, Inc.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of United States dollars, except for shares outstanding)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Number of Common

5 unchanged sentences

Mezzanine Equity

Balance December 31, 2024

Balance April 1, 2025

Share-based compensation

Shares issued on exercise of warrants

Cumulative translation adjustment

Net loss income

Balance at March 31, 2025

Three Months Ended March 31, 2024

Net income (loss)

Balance at June 30, 2025

Three Months Ended June 30, 2024

Number of Common

7 unchanged sentences

Mezzanine Equity

Balance at December 31, 2023 as previously reported

Balance at December 31, 2023

Balance at April 1, 2024

Share-based compensation

Acquisition of Redeemable non-controlling interest

Cumulative translation adjustment

Net (loss) income

Balance at March 31, 2024

Balance at June 30, 2024

Six Months Ended June 30, 2025

Number of Common

Additional Paid in

Accumulated Other

Comprehensive (loss) income

Retained Earnings

Total Shareholders’ Equity

Mezzanine Equity

Balance January 1, 2025

Share-based compensation

Shares issued on exercise of warrants

Cumulative translation adjustment

Net income (loss)

Balance at June 30, 2025

Six Months Ended June 30, 2024

Number of Common

Additional Paid in

Accumulated Other

Comprehensive Loss

Retained Earnings

Non-controlling Interest

Total Shareholders’

Mezzanine Equity

Balance at January 1, 2024

Share-based compensation

Acquisition of Redeemable non-controlling interest

Cumulative translation adjustment

Net (loss) income

Balance at June 30, 2024

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands of United States dollars)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows provided by (used in) operating activities:

Loss including non-controlling interests

Income (loss) from continuing operations including non-controlling interests

Adjustments to reconcile net loss attributable to Village Farms International, Inc.

shareholders to net cash provided by (used in) operating activities:

shareholders to net cash provided by (used in) operating activities of continuing operations:

Depreciation and amortization

2 unchanged sentences

Interest paid on long-term debt

Unrealized foreign exchange loss

Unrealized foreign exchange (gain) loss

Goodwill and intangible asset impairments

Non-cash lease expense

2 unchanged sentences

Changes in non-cash working capital items

Net cash used in operating activities

Cash flows used in investing activities:

Net cash provided by (used in) operating activities from continuing operations

Cash flows provided by (used in) investing activities:

Purchases of property, plant and equipment

Issuance of note receivable

Net cash used in investing activities

Cash flows provided by (used in) financing activities:

Proceeds from borrowings

Purchases of intangibles

Net cash provided by (used in) investing activities from continuing operations

Cash flows (used in) provided by financing activities:

Repayments on borrowings

Net cash used in financing activities

Purchase of Non-controlling interest

Other financing activities

Net cash used in financing activities from continuing operations

Discontinued Operations

Net cash (used in) provided by operating activities from discontinued operations

Net cash provided by (used in) investing activities from discontinued operations

Net cash used in financing activities from discontinued operations

Net cash flows (used in) provided by discontinued operations

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

8 unchanged sentences

(“VFF” and, together with its subsidiaries, the “Company”, “we”, “us”, or “our”) is a corporation existing under the Ontario Business Corporations Act.

VFF’s principal operating subsidiaries as of March 31, 2025 were Village Farms Canada Limited Partnership, Village Farms, L.P.(together, “Village Farms Fresh” or “VF Fresh”), Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”) and VF Clean Energy, Inc.

(“VFCE”) and Leli Holland B.

VFF’s principal operating subsidiaries as of June 30, 2025 were Village Farms Canada Limited Partnership ("VFCLP"), Village Farms, L.P., Pure Sunfarms Corp.

(“Pure Sunfarms”), Balanced Health Botanicals, LLC (“Balanced Health”), VF Clean Energy, Inc.

(“VFCE”) and Leli Holland B.V.

VFF also owns an 80 % interest in Rose LifeScience Inc.

1 unchanged sentence

The address of the principal executive office of VFF is 90 Colonial Center Pkwy, Lake Mary, Florida, United States, 32746.

The Company’s shares are listed on Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”.

On October 18, 2024, the Company received notification from Nasdaq that it is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq (Nasdaq Listing Rule 5550(a)(2)) (the “Minimum Bid Requirement”) as the bid price for the Company’s common shares (the “Common Shares”) closed below US$ 1.00 from September 6, 2024 to October 17, 2024.

Pursuant to this notification, the Company had an initial 180-calendar day period to regain compliance with the Minimum Bid Requirement which ended on April 16, 2025.

On April 17, 2025, the Company received notification from Nasdaq that the Company’s did not regain compliance with the Minimum Bid Requirement during the initial 180 -calendar day period.

Following this notification, on April 21, 2025, the Company requested, and Nasdaq approved, a 180 -calendar day extension (the "Extension") to regain compliance with the Minimum Bid Requirement.

As a result of the Extension, the Company now has until October 13, 2025 (the “New Compliance Period”) to regain compliance with the Minimum Bid Requirement.

The Extension has no immediate effect on the listing of the Common Shares on the Nasdaq Capital Market.

During the New Compliance Period, the Common Shares will continue to trade on the Nasdaq Capital Market.

If at any time before the end of the New Compliance Period, the bid price of the Common Shares closes at or above US$ 1.00 per share for a minimum of 10 consecutive business days, it is expected that Nasdaq would notify the Company that it has regained compliance with the Minimum Bid Requirement.

In the event the Company does not regain compliance with the Minimum Bid Requirement by the end of the New Compliance Period, the Company may be subject to delisting of its Common Shares from the Nasdaq Capital Market, at which time the Company may request a review of the delisting determination by a Nasdaq Hearings Panel.

We can provide no assurance that the Company would receive a favorable decision from a Nasdaq Hearing Panel after the end of the Compliance Period or that the Common Shares will not be delisted from Nasdaq.

VFF owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia and Texas, where it produces, markets and sells premium-quality tomatoes, bell peppers and cucumbers.

Its wholly owned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products sold to customers throughout Canada and internationally.

The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VFF”.

VFF's wholly ow ned subsidiary, Pure Sunfarms, is a vertically integrated licensed producer and supplier of cannabis products sold to customers throughout Canada and internationally.

Through its 80 % ownership interest of Rose, the Company has a substantial presence in the Province of Quebec as a cannabis supplier, producer and commercialization expert.

1 unchanged sentence

Its wholly owned subsidiary, Leli, is a vertically integrated licensed producer and supplier of cannabis products sold to coffee shops in the Netherlands.

VFF owns and operates sophisticated, highly intensive agricultural greenhouse facilities in British Columbia, where it produces, markets and sells premium-quality tomatoes, bell peppers and cucumbers.

Basis of Presentation

7 unchanged sentences

When necessary, certain prior year amounts have been reclassified to conform with the current period presentation.

Interim period operating results do not necessarily indicate the results that may be expected for any

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

other interim period or for the full fiscal year.

Interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

The Company believes that the disclosures made in these condensed consolidated financial statements are adequate to make the information not misleading.

As of June 30, 2025, the Company determined that certain assets that had been disposed of met the criteria for discontinued operations presentation.

For all periods presented, the operating results associated with the assets disposed of have been reclassified into net income (loss) from discontinued operations, net of income taxes, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The associated assets and liabilities have been reflected as current and long-term assets and liabilities of discontinued operations in the Condensed Consolidated Statements of Financial Position, and the cash flows from the Company’s discontinued operations are presented in the Condensed Consolidated Statements of Cash Flows for all periods presented.

Certain prior period balances related to the Company's reportable segments and discontinued operations have been reclassified to conform to the current presentation in the financial statements and accompanying notes.

The notes to the Condensed Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted.

Refer to Note 7 Discontinued Operations and Disposals for additional information on the Company's discontinued operations.

Principals of Consolidation

3 unchanged sentences

Other parties’ interests in entities that the Company consolidates are reported as non-controlling interests within equity, except for mandatorily redeemable non-controlling interests, which are recorded within mezzanine equity.

Net income or loss attributable to non-controlling interests is reported as a separate line item below net income or loss.

Net income or loss attributable to non-controlling interests is reported as a separate line item below net

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

income or loss.

The Company applies the equity method of accounting for its investments in entities for which it does not have a controlling financial interest, but over which it has the ability to exert significant influence.

For equity investees in which the Company has an undivided interest in the assets, liabilities and profits or losses of an unconsolidated entity, but does not exercise control over the entity, the Company consolidates its proportional interest in the accounts of the entity.

Revision of Prior-Period Condensed Consolidated Financial Statements

In connection with the preparation of our 2024 consolidated financial statements, the Company identified an immaterial misstatement in its estimate of its deferred tax asset valuation allowance as of Decembe r 31, 2023.

As a result, retained earnings as of December 31, 2023 decreased by $ 3,000 , reflecting the correction of this item.

As a result, we recorded a decrease to deferred tax assets as of December 31, 2023 and increase in income tax expense for the year ended December 31, 2023 for $ 3,000 , which decreased total assets and retained earnings as of December 31, 2023 and increased our net loss for the year ended December 31, 2023 by $ 3,000 , reflecting the correction of this item.

Ou r revision had no impact to the Company’s consolidated statement of cash flows.

12 unchanged sentences

In these condensed consolidated financial statements, “$” means U.S.

dollars and “C$” means Canadians dollars, unless otherwise noted.

The exchange rates used to translate from Canadian dollars to U.S dollars is shown below:

March 31, 2025

March 31, 2024

dollars and “C$” means Canadian dollars, unless otherwise noted.

The exchange rates used to translate from Canadian dollars to U.S dollars are shown below:

June 30, 2025

June 30, 2024

December 31, 2024

Three-month period ended

Six-month period ended

General Economic, Regulatory and Market Conditions

8 unchanged sentences

Classification

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Crop inventory

Purchased produce inventory

The Company’s produce and cannabis revenue transactions consist of a single performance obligation to transfer promised goods at a fixed price.

4 unchanged sentences

Payment terms are consistent with terms standard to the markets the Company serves.

The following table disaggregates the Company’s net revenue by major source for the three months ended:

The following tables disaggregate the Company’s net revenues from continuing operations by major source.

For the Three Months Ended June 30,

Classification

March 31, 2025

March 31, 2024

June 30, 2025

June 30, 2024

International

1 unchanged sentence

Total Revenue

For the Six Months Ended June 30,

Classification

June 30, 2025

June 30, 2024

International

Netherlands Cannabis

Total Revenue

(1) Branded revenues are shown net of excise tax on products.

For the three months ended March 31, 2025 and 2024 excise tax on products was $ 13,947 and $ 19,703 , respectively.

Excise tax on products was $ 14,812 and $ 28,759 for the three and six months ended June 30, 2025, respe ctively and $ 19,815 and $ 39,518 for the three and six months ended June 30, 2024 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

PROPERTY, PLANT AND EQUIPMENT

1 unchanged sentence

Classification

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Property, plant and equipment, net

Depreciation expense on property, plant and equipment, was $ 3,517 and $ 3,728 for the three months ended March 31, 2025 and 2024, respectively.

Capitalized interest was $ 188 and $ 287 for the three months ended March 31, 2025 and 2024 , respectively.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Depreciation expense on property, plant and equipment, was $ 3,796 and $ 3,494 for the three months ended June 30, 2025 and 2024, respectively, and $ 6,779 and $ 6,706 for the six months ended June 30, 2025 and 2024, respectively.

Capitalized interest was $ 0 and $ 277 for the three months ended June 30, 2025 and 2024, respectively, and $ 188 and $ 564 for the six months ended June 30, 2025 and 2024 , respectively.

GOODWILL AND INTANGIBLE ASSETS

The following table presents the changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2025:

The following table presents the changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2025:

Cannabis - Canada

1 unchanged sentence

Foreign currency translation adjustment

Balance as of March 31, 2025

Balance as of June 30, 2025

Intangible Assets

1 unchanged sentence

Classification

March 31, 2025

June 30, 2025

December 31, 2024

5 unchanged sentences

* Includes indefinite-lived intangible assets

The expected future amortization expense for definite-lived intangible assets as of March 31, 2025 was as follows:

The expected future amortization expense for definite-lived intangible assets as of June 30, 2025 was as follows:

Fiscal period

1 unchanged sentence

Intangibles, net

Amortization expense for intangibles for the three months ended March 31, 2025 and 2024 were $ 794 and $ 830 , respectively.

Amortization expense was $ 837 and $ 820 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,631 and $ 1,650 for the six months ended June 30, 2025 and 2024, respectively.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Assessment for Indicators of Impairment

1 unchanged sentence

The Company considers external and internal factors, including overall financial performance and relevant entity-specific factors, as part of this assessment.

During the three months ended March 31, 2025 and 2024, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S.

During the six months ended June 30, 2025 and 2024, the Company considered qualitative factors in assessing for impairment indicators for the Company’s U.S.

and Canadian Cannabis segments.

At March 31, 2025 and 2024 , the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

At June 30, 2025, the Company concluded that no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

Cannabis - U.S.

At June 30, 2024 , when the Company considered qualitative factors in assessing impairment indicators it concluded that the Company's U.S.

- Cannabis segment more likely than not was impaired.

The Company reviewed the reporting segment's assets, including goodwill and intangible assets.

Based on recent historical performance during the quarter which underperformed relative to budget, a revised June 30, 2024 forecast which showed a shortfall compared to the March 31, 2024 forecast, the new restrictions on CBD sales in an additional eight states at July 1, 2024, and the proliferation of unregulated hemp-derived products on the market which continues to challenge market share for the CBD industry, the Company concluded that as of June 30, 2024, the fair value of the brand intangible asset and goodwill was fully impaired and an impairment charge to intangibles of $ 1,900 and goodwill of $ 10,039 was recorded to the U.S.

Cannabis reporting unit.

Cannabis - U.S.

At June 30, 2024, the fair value of the reporting unit was determined based on a discounted cash flow projection using projections for 2024 to 2028 with an average revenue growth rate of 6 % between 2025 to 2028 , followed by a terminal growth rate of 2 %.

Management concluded that as of June 30, 2024, the fair value was lower than its carrying amount and as a result, an impairment charge to goodwill of $ 10,039 was recorded to the reporting unit.

The significant assumptions applied to the determination of the fair value are described below:

Post-tax discount rate:

A market participant post-tax discount rate applied to the after-tax forecast cash flows was 12 %.

A decrease of 1 % to the discount rate, would not result in a material change to the impairment charge.

Terminal growth rate:

An increase of 1 % in the terminal growth rate would not result in a material change to the impairment charge.

Future cash flows:

An increase in future cash flows by 10 % would not result in a material change to the impairment charge.

Cannabis – U.S.

At June 30, 2024, the fair value of the brand was determined based on a discounted cash flow projection.

Specifically, the Company utilized a relief from royalty valuation technique to arrive at the fair value of the brand.

Management concluded that as of June 30, 2024, the fair value was lower than its carrying value of $ 1,900 as the notional brand maintenance costs exceeded the incremental royalty of 3.5 %.

Therefore, an impairment charge to the brand intangible of $ 1,900 was allocated to the reporting unit.

Cannabis - Canada

At June 30, 2024, when the Company considered qualitative factors in assessing impairment indicators for Canadian Cannabis it concluded that as of June 30, 2024, no impairment indicators existed as no events or circumstances occurred that would, more likely than not, reduce the fair value of the reporting units to be below their carrying amounts.

VILLAGE FARMS INTERNATIONAL, INC.

3 unchanged sentences

The following table provides details for the carrying values of debt as of:

March 31, 2025

June 30, 2025

December 31, 2024

Term Loan - (“FCC Term Loan”) - repayable by monthly principal payments of $ 164 and accrued interest at Secured Overnight Financing Rate (“SOFR” ) plus an applicable margin per annum ( 7.87 % at March 31, 2025);

Term Loan - (“FCC Term Loan”) - repayable by monthly principal payments of $ 164 and accrued interest at Secured Overnight Financing Rate (“ SOFR ”) plus an applicable margin per annum ( 7.83 % at June 30, 2025);

matures May 3, 2027

Term Loan - ("Pure Sunfarms Non-Revolving Facility") - C$ 19.0 M - Canadian prime interest rate plus an applicable margin ( 6.95 % as of March 31, 2025), repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026

Term loan - ("Pure Sunfarms Term Loan") - C$ 25.0 M - Canadian prime interest rate plus an applicable margin ( 6.95 % as of March 31, 2025), repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026

Term Loan - (Pure Sunfarms "BDC Facility") - non-revolving demand loan repayable by monthly principal payments of C$ 52 and accrued interest at Canadian prime interest rate plus an applicable margin ( 8.70 % at March 31, 2025), matures December 31, 2031

Term loan - ("Pure Sunfarms Term Loan Facility") - C$ 27.4 M - repayable by quarterly principal payments of C$ 1.0 million and accrued interest at Canadian prime interest or Canadian Overnight Repo Rate Average (" CORRA ") plus an applicable margin ( 5.25 % at June 30, 2025), matures February 7, 2028 .

Term Loan - ("Pure Sunfarms Non-Revolving Facility") - C$ 19.0 M - Canadian prime interest rate plus an applicable margin , repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026 .

Terminated on April 17, 2025 and replaced with the "Pure Sunfarms Secured Credit Facilities"

Term loan - ("Pure Sunfarms Term Loan") - C$ 25.0 M - Canadian prime interest rate plus an applicable margin, repayable in quarterly payments equal to 2.50 % of the outstanding principal amount, matures February 7, 2026 .

Terminated on April 17, 2025 and replaced with the "Pure Sunfarms Secured Credit Facilities"

Less current maturities

2 unchanged sentences

In addition, the Company has granted full recourse guarantees and security therein.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of March 31, 2025 and December 31, 2024 was $ 69,613 and $ 77,682 , respectively.

The carrying value of the assets and securities pledged as collateral for the FCC Term Loan as of June 30, 2025 and December 31, 2024 was $ 90,997 and $ 101,068 , respectively.

On April 10, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Farm Credit Canada (“FCC”) as the lender, which amended and restated the terms of the FCC Term Loan.

1 unchanged sentence

as a new guarantor, and (iii) provides more favorable financial covenants.

As of March 31, 2025, the PSF Non-Revolving Facility was secured by the Delta 2 and Delta 3 greenhouse facilities and contained customary financial and restrictive covenants.

The Company has a revolving line of credit agreement with a Canadian chartered bank (the "Operating Loan") maturing May 2027.

The Operating Loan can be drawn in advances of up to C$ 10,000 , had an outstanding balance of $ 5,000 and $ 4,000 drawn on the facility as of March 31, 2025 and December 31, 2024, respectively, and future availability of $ 2,588 on March 31, 2025 .

Interest under the Operating Loan is payable at the Canadian prime rate plus an applicable margin per annum ( 7.87 % at March 31, 2025), payable monthly.

The carrying value of the assets pledged as collateral for the Operating Loan as of March 31, 2025 and December 31, 2024 was $ 23,755 and $ 27,136 , respectively.

As of March 31, 2025, Pure Sunfarms had a revolving line of credit (the “PSF Revolving Line of Credit”) with a Canadian chartered bank.

The PSF Revolving Line of Credit could be drawn for advances of up to C$ 15,000 and had an outstanding balance of C$ 0 as of March 31, 2025 and December 31, 2024 .

Interest under the PSF Revolving Line of Credit was payable at the Canadian prime rate plus an applicable margin per annum ( 6.95 % at March 31, 2025), payable monthly.

As described below, on April 17, 2025, Pure Sunfarms replaced the Pure Sunfarms Loans and the PSF Revolving Line of Credit with the Pure Sunfarms Secured Credit Facilities (as defined below).

The Company was required to comply with financial covenants, measured either quarterly or annually depending on the covenant.

The Company was in compliance with all its covenants as of March 31, 2025.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

The weighted average annual interest rate on short-term borrowings as of March 31, 2025 and December 31, 2024 was 7.81 % and 9.44 % , respectively.

Accrued interest payable on all long-term debt as of March 31, 2025 and December 31, 2024 was $ 353 and $ 271 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

On April 17, 2025, the Company entered into a secured credit facility with a Canadian chartered bank as administrative agent with an aggregate borrowing capacity of C$ 37.4 million, consisting of a maximum C$ 10.0 million revolving credit facility (the "Pure Sunfarms Revolving Credit Facility"), and a C$ 27.4 million term loan facility (the "Pure Sunfarms Term Loan Facility", and collectively with the Pure Sunfarms Revolving Credit Facility, the "Pure Sunfarms Secured Credit Facilities").

2 unchanged sentences

The credit and guarantee agreements related to the Pure Sunfarms Loan, the Pure Sunfarms Non-Revolving Credit Facility, the BDC Facility, and the PSF Revolving Line of Credit were terminated.

The Pure Sunfarms Secured Credit Facilities can be drawn for advances of up to C$ 10.0 million.

The outstanding amount of the Pure Sunfarms Term Loan Facility will be repayable , on a quarterly basis, in an amount equal to C$ 1.0 million.

Any amount remaining unpaid will be due and payable in full on the maturity date, which is on February 7, 2028 .

The loans under the Pure Sunfarms Secured Credit Facilities will accrue interest at a rate equal to, at the company's option, (a) the Canadian Prime Rate plus the applicable margin, or (b) the Canadian Overnight Repo Rate Average plus the applicable margin.

The applicable margin for the Pure Sunfarms Secured Credit Facility is determined based upon the leverage ratio.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

The applicable margin for the Pure Sunfarms Secured Credit Facility is determined based upon Pure Sunfarms leverage ratio.

The Pure Sunfarms Secured Credit Facilities can be drawn for advances of up to C$ 10.0 million.

The Pure Sunfarms Secured Credit Facilities also contain customary covenants, customary representations and warranties, affirmative covenants, financial covenants and events of default.

In accordance with ASC 470-10-45, Debt, Other Presentation Matters , because the Pure Sunfarms Secured Credit Facilities were issued subsequent to the balance sheet date of March 31, 2025, and because a portion of the Pure Sunfarms Secured Credit Facilities proceeds were used to pay off the Pure Sunfarms Term Loans and the BDC Facility, the Company reclassified the short-term portion of the of the Pure Sunfarms Term Loan, the Pure Sunfarms Non-Revolving Facility, and the BDC Facility on the balance sheet as of March 31, 2025 to long-term, except for the C$ 4.0 million ($ 2.9 million as of March 31, 2025) in current-maturities of long-term debt (which represents payments due in the next 12 months under the Pure Sunfarms Secured Credit Facilities).

The weighted average annual interest rate on short-term borrowings as of June 30, 2025 and December 31, 2024 was 6.9 % and 9.4 % , respectively.

Accrued interest payable on all long-term debt as of June 30, 2025 and December 31, 2024 was $ 209 and $ 271 , respectively, and these amounts are included in accrued liabilities in the Condensed Consolidated Statements of Financial Position.

The aggregate annual principal maturities of long-term debt for the remainder of 2025 and thereafter are as follows:

Remainder of 2025

DI SCONTINUED OPERATIONS AND DISPOSALS

On May 30, 2025, the Company closed on a transaction with a newly-formed holding company, Vanguard Food, LP (“Vanguard”), backed by private investment firms, to privatize certain assets and operations of its Fresh Produce segment (the "Transaction").

As part of the Transaction, the Company received $ 40 million in cash proceeds, subject to working capital adjustments, and common units representing a 37.9 % equity ownership interest in Vanguard with an estimated fair value of $ 3.5 million.

In accordance with ASC 810-10-40, the Company recognized a gain upon deconsolidation of the Produce operations, based on the fair value of consideration received and fair value of Vanguard common units, less the carrying amount of net assets disposed.

The gain on sale was recorded based on available data and management estimates as of June 30, 2025 and is subject to post-closing selling price adjustments which could result in further adjustments to the gain on sale.

The following table outlines the calculation of the initial gain on sale of the Transaction:

Cash proceeds

Cash held in indemnity escrow (Restricted cash)

Fair value of Vanguard common units

Carrying value of lease to Vanguard

Estimated future distributions for working capital adjustments and other obligations

Carrying value of net assets disposed

The Company concluded the Transaction met the criteria under ASC 205-20 to be classified as discontinued operations because the Transaction represented a strategic shift in the Company's business model that had a major effect on the Company’s operations and financial results.

Accordingly, the Condensed Consolidated Statements of Operations and Comprehensive Income (loss) and the Condensed Consolidated Statements of Financial Position have been adjusted for all prior periods to reflect the historical results as discontinued operations.

The Company has entered into a Transition Services Agreement with Village Fresh, a Vanguard subsidiary, to provide certain transition services for specified fees and a multi-year Sales, Marketing & Distribution Agreement with Village Fresh, which sets forth the terms, conditions, rights and obligations governing the sales, marketing and distribution by Village Fresh of all hydroponically grown tomatoes produced at VFCLP's British Columbia greenhouse growing facilities.

The price paid by Village Fresh to the Company is based on amounts paid by Village Fresh’s customers, net of a marketing fee to be received by Village Fresh.

Details of the net loss from discontinued operations, net of tax, were as follows:

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

Selling, general and administrative expenses

Interest expense

Gain on sale of assets

Income (loss) from discontinued operations before income taxes

Provision for income taxes

Net income (loss) from discontinued operations, net of tax

The following table summarizes the assets and liabilities of the discontinued operations:

June 30, 2025

December 31, 2024

Current assets

Trade receivables, net

Inventories, net

Other Receivables

Prepaid expenses and deposits

Total current assets of discontinued operations

Non-current assets

Property, plant and equipment, net

Right-of-use assets

Total non-current assets of discontinued operations

Total assets of discontinued operations

Current liabilities

Trade payables

Accrued liabilities

Lease liabilities - current

Total current liabilities of discontinued operations

Non-current liabilities

Lease liabilities - non-current

Total liabilities of discontinued operations

EQUITY INVESTMENTS

On May 30, 2025, the Company closed on the Transaction with Vanguard to privatize certain assets and operations of its Fresh Produce segment (Note 7).

As part of the Transaction, the Company received a 37.9 % equity ownership interest in Vanguard with an estimated fair value of $ 3,530 , included in investments within the Condensed Consolidated Statements of Financial Position .

We account for our investment in Vanguard under the equity method of accounting in accordance with ASC 323, Investments – Equity Method and Joint Ventures.

Under the equity method of accounting, the initial investment is recorded at cost and the investment is subsequently adjusted for, among other things, its proportionate share of earnings or losses.

However, given the capital structure of the Vanguard arrangement, we apply the Hypothetical Liquidation Book Value ("HLBV") method to determine the allocation of profits and losses since our liquidation rights and priorities, as defined by the Amended and Restated Limited Partnership Agreement of Vanguard Food LP (the "Vanguard LPA"), differ from our underlying ownership interest.

The HLBV method calculates the proceeds that would be attributable to each partner in an investment based on the liquidation provisions of the Vanguard LPA if the partnership was to be liquidated at book value as of the balance sheet date.

Each partner’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions.

Based on the terms of the Vanguard LPA and related Transaction documents, we recorded income on equity method investments attributable to Vanguard of $ 0 for the three and six months ended June 30, 2025.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

FINANCIAL INSTRUMENTS

Financial assets and liabilities are recognized on the consolidated statements of financial position at fair value in a hierarchy for those assets and liabilities measured at fair value on a recurring basis.

At March 31, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, trade receivables, minority investments, line of credit, trade payables, accrued liabilities, lease liabilities, and note payables.

At June 30, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, trade receivables, minority investments, line of credit, trade payables, accrued liabilities, lease liabilities, and note payables.

The carrying value of cash and cash equivalents, trade receivables, trade payables, and accrued liabilities approximate their fair values due to the short-term maturity of these financial instruments.

The carrying value of line of credit, lease liabilities, notes payable, and debt approximate their fair values due to the short-term nature of these instruments or the use of market interest rates for debt instruments.

There were no financial instruments categorized as Level 3 at March 31, 2025 and December 31, 2024 , other than the minority investments.

There were no transfers of assets or liabilities between levels during the three months ended March 31, 2025 or March 31, 2024 .

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

There were no financial instruments categorized as Level 3 at June 30, 2025 and December 31, 2024 , other than the minority investments.

There were no transfers of assets or liabilities between levels during the six months ended June 30, 2025 and 2024 .

RELATED PARTY TRANSACTIONS AND BALANCES

The Company leases its Rose office building from a Company employee who also owns a minority interest in Rose.

For the three months ended March 31, 2025, the Company paid C $ 36 and for the three months ended March 31, 2024 the Company paid C $ 39 to lease this office space.

One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $ 36 in salary and benefits during the three months ended March 31, 2025 and $ 30 in salary and benefits during the three months ended March 31, 2024 .

The Company has recorded a provision for income taxes of $ 983 for the three months ended March 31, 2025, compared with a provision for income taxes of $ 320 for the same period last year.

For the three and six months ended June 30, 2025, the Company paid C $ 78 and C $ 114 , respectively, and for the three and six months ended June 30, 2024 the Company paid C $ 151 and C $ 190 , respectively, to lease this office space.

One of the Company’s employees is related to a member of the Company’s executive management team and received approximately $ 63 and $ 99 and in salary and benefits during the three and six months ended June 30, 2025 and $ 24 and $ 54 in salary and benefits during the three and six months ended June 30, 2024 .

The Company has recorded a provision for income taxes of $ 2,503 and $ 3,486 for the three and six months ended June 30, 2025, respectively, compared with a provision for income taxes of $ 260 and $ 580 for the same periods last year.

The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year.

5 unchanged sentences

Based on the analysis of all available evidence, both positive and negative, the Company has concluded that it does not have the ability to generate sufficient taxable income in the necessary periods to utilize the entire benefit for its deferred tax assets.

Accordingly, the Company established a valuati on allowance of $ 50,832 as of March 31, 2025 and $ 48,561 as of December 31, 2024.

Accordingly, the Company established a valuati on allowance of $ 44,084 as of June 30, 2025 and $ 48,561 as of December 31, 2024.

The Company cannot presently estimate what, if any, changes to the valuation of its deferred tax assets may be deemed appropriate in the future.

As of March 31, 2025 , the Company’s net deferred tax assets totaled $ 918 a nd were primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

As of June 30, 2025 , the Company’s net deferred tax assets totaled $ 802 a nd were primarily derived from a tax planning strategy to utilize a portion of its existing net operating loss carryforwards.

SEGMENT AND GEOGRAPHIC INFORMATION

1 unchanged sentence

In the fourth quarter of 2024, the Company determined that Leli had met the quantitative threshold to be a reportable segment.

In addition, during the fourth quarter of 2024, the chief operating decision-maker (“CODM”) changed the segment profit measure to operating income or loss from gross margin.

We believe that segment operating (loss) income is a more useful measure because it allows management, analysts, investors, and other interested parties to evaluate the profitability of our business operations before the effects of certain expenses that directly arise from non-operating activities (other income/expense), financing decisions (interest), and tax strategies (income taxes).

In addition, during the fourth quarter of 2024, the chief operating decision-maker (“CODM”) changed the segment profit measure from gross margin to operating income or loss.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

effects of certain expenses that directly arise from non-operating activities (other income/expense), financing decisions (interest), and tax strategies (income taxes).

These changes have been applied to all periods presented.

1 unchanged sentence

Management has determined that the Company operates in five reportable segments:

Produce, Cannabis-Canada, Cannabis-U.S., Clean Energy, and Cannabis - Netherlands (previously Leli).The Produce segment produces, markets and sells premium quality tomatoes, bell peppers and cucumbers.

Cannabis-Canada, Cannabis-U.S., Cannabis - Netherlands (previously Leli), Produce, and Clean Energy.

The Cannabis-Canada segment produces and supplies cannabis products to be sold to other licensed providers and provincial governments across Canada and internationally.

1 unchanged sentence

segment develops and sells high-quality, CBD-based health and wellness products including ingestible, edible and topical applications across the United States.

The Clean Energy business receives a royalty representing a portion of the natural gas that is sold to one customer pursuant to its long-term contract.

The Cannabis - Netherlands segment produces and supplies cannabis products in the Netherlands, supplying designated coffee shops.

The Produce segment produces, markets and sells premium quality tomatoes, bell peppers and cucumbers.

The Clean Energy business receives a royalty representing a portion of the natural gas that is sold to one customer pursuant to its long-term contract.

The accounting policies of the segments are the same as those described in the summary of business, basis of presentation and significant accounting policies.

The Company evaluates performance for all of its reportable segments based on segment operating (loss) income from operations.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For all of its reportable segments, the CODM uses segment operating (loss) income to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process.

1 unchanged sentence

The CODM also uses segment (loss) income to assess the performance for each segment by comparing the results with one another.

The following tables reflect the reconciliation of segment revenue, measures of a segments profit or loss, and significant segment expenses reconciled to the consolidated loss before income taxes:

For the Three Months Ended March 31, 2025

Discontinued operations are no t included in the applicable reportable segments.

The following tables reflect the reconciliation of segment revenue and significant segment expenses from continuing operations recon ciled to the consolidated income (loss) from continuing operations before income taxes and equity method investments:

For the Three Months Ended June 30, 2025

Cannabis Canada

4 unchanged sentences

Selling, general and administrative expenses

Segment operating income (loss)

Reconciliation of segment operating (loss) income to income from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Other corporate expenses (3)

Income from continuing operations before taxes and income from equity method investments

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For the Three Months Ended June 30, 2024

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

Sales to external customers

Cost of sales

Selling, general and administrative expenses

Segment operating (loss) income

Reconciliation of segment operating (loss) income to net loss before taxes

Reconciliation of segment operating (loss) income to loss from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Goodwill and intangible asset impairments

Other corporate expenses (3)

Loss before taxes

For the Three Months Ended March 31, 2024

Loss from continuing operations before taxes and income from equity method investments

For the Six Months Ended June 30, 2025

Cannabis Canada

4 unchanged sentences

Selling, general and administrative expenses

Segment operating income (loss)

Reconciliation of segment operating (loss) income to net loss before taxes

Segment operating (loss) income

Reconciliation of segment operating (loss) income to income from continuing operations before taxes and income from equity method investments (1)

Other income, net (2)

Other corporate expenses (3)

Income from continuing operations before taxes and income from equity method investments

For the Six Months Ended June 30, 2024

Cannabis Canada

Cannabis U.S.

Cannabis Netherlands

Sales to external customers

Cost of sales

Selling, general and administrative expenses

Segment operating (loss) income

Reconciliation of segment operating (loss) income to loss from continuing operations before taxes and income from equity method investments (1)

Other expense, net (2)

Goodwill and intangible asset impairments

Other corporate expenses (3)

Loss before taxes

Loss from continuing operations before taxes and income from equity method investments

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

1 unchanged sentence

(3) Other corporate expenses are comprised of expenses related to centralized corporate functions such as accounting, treasury, information technology, legal, human services, and internal audit expenses.

The following tables summarizes our interest income, interest expense, depreciation and amortization, other significant noncash items, and expenditures for capital assets by reportable segment:

For the Three Months Ended March 31, 2025

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

The following tables summarize our interest income, interest expense, depreciation and amortization, other significant noncash items, and expenditures for capital assets by reportable segment:

For the Six Months Ended June 30, 2025

Cannabis Canada

10 unchanged sentences

Expenditures for segment assets

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2024

Cannabis Canada

10 unchanged sentences

Expenditures for segment assets

The following tables summarizes our total assets by reportable segment:

March 31, 2025

The following tables summarize our total assets by reportable segment:

June 30, 2025

December 31, 2024

3 unchanged sentences

Total assets for reportable segments

Consolidated total

The Company’s primary operations are in the United States and Canada.

Consolidated total assets from continuing operations

The Company’s primary operations are in the United States, Canada, and the Netherlands.

The following tables summarizes our assets by geographic location:

March 31, 2025

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Total assets from continuing operations

June 30, 2025

December 31, 2024

United States

Long-lived assets

March 31, 2025

Long-lived assets from continuing operations

June 30, 2025

December 31, 2024

United States

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

LOSS PER SHARE

Basic and diluted net loss per common share is calculated as follows:

Three months ended March 31,

Net loss attributable to Village Farms International, Inc.

INCOME (LOSS) PER SHARE

Basic and diluted net income (loss) per common share is calculated as follows:

Three months ended June 30,

Six Months Ended June 30,

Net income (loss) attributable to Village Farms International, Inc.

shareholders from continuing operations

Income (loss) from discontinued operations, net of tax

Weighted average number of common shares - basic

2 unchanged sentences

Antidilutive options and awards

Net loss per ordinary share:

Net income (loss) per ordinary share:

Basic income (loss) per share attributable to Village Farms International, Inc.

shareholders from:

Continuing operations

Discontinued operations

Basic income (loss) per share attributable to Village Farms International, Inc.

Diluted income (loss) per share attributable to Village Farms International, Inc.

shareholders from:

Continuing operations

Discontinued operations

Diluted income (loss) per share attributable to Village Farms International, Inc.

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION

Share-based compensation expense was $ 145 and $ 405 for the three months ended March 31, 2025 and 2024, respectively.

Stock option activity for the three months ended March 31, 2025 was as follows:

Share-based compensation expense was $ 123 and $ 268 for the three and six months ended June 30, 2025 , respectively, and $ 2,196 and $ 2,601 for the three and six months ended June 30, 2024, respectively.

Stock option activity for the six months ended June 30, 2025 was as follows:

Exercise Price

1 unchanged sentence

Forfeited/expired

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Restricted shares activity for the three months ended March 31, 2025 was as follows:

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Restricted shares activity for the six months ended June 30, 2025 was as follows:

Restricted Stock Grants

2 unchanged sentences

Vested and issued

Outstanding at March 31, 2025

Exercisable at March 31, 2025

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

Outstanding at June 30, 2025

Exercisable at June 30, 2025

CHANGES IN NON-CASH WORKING CAPITAL ITEMS AND SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended March 31,

Six Months Ended June 30,

Trade receivables

5 unchanged sentences

Other assets, net of other liabilities

The Company paid income taxes of $ 0 for the three months ended March 31, 2025 and 2024.

The Company paid interest expense of $ 794 and $ 1,062 for the three months ended March 31, 2025 and 2024 , respectively.

The Company paid income taxes of $ 0 for the three and six months ended June 30, 2025 and 2024.

The Company paid interest expense of $ 1,613 and $ 2,172 for the three and six months ended June 30, 2025 and 2024 , respectively.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the condensed consolidated financial statements were available to be issued.

On April 10, 2025, the Company entered into the A&R Credit Agreement with FCC as the lender, which amended and restated the terms of the FCC Term Loan.

Among other things, the A&R Credit Agreement (i) adds the Company as a new borrower, (ii) adds VF Clean Energy, Inc.

as a new guarantor, and (iii) provides more favorable financial covenants.

The Pure Sunfarms Secured Credit Facilities are secured by the Delta 2 and Delta 3 greenhouse facilities.

The Pure Sunfarms Secured Credit Facilities were used to replace, and repay remaining outstanding balances on, the Company's (i) Pure Sunfarms Term Loan, (ii) the Pure Sunfarms Non-Revolving Credit Facility, (iii) the BDC Facility, (iv) and the PSF Revolving Line of Credit.

The credit and guarantee agreements related to the Pure Sunfarms Loan, the Pure Sunfarms Non-Revolving Credit Facility, the BDC Facility, and the PSF Revolving Line of Credit were terminated.

On April 22, 2025, the Company received a favorable settlement of approximately $ 4.4 million, net of transaction costs, relating to the partial recovery of historical operational losses due to the Tomato Brown Rugose Fruit Virus infestation.

On May 12, 2025, the Company entered into a definitive framework agreement with a newly-formed holding company (“Vanguard”), backed by private investment firms, to privatize certain assets and operations of its Fresh Produce segment.

The transaction will create a new, privately held joint venture with Village Farms as a minority owner.

Village Farms is expected to receive $ 40 million in cash proceeds, as well as a 37.9 % equity ownership interest in Vanguard upon closing of the transaction, which is expected to occur during the second quarter of 2025.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation

VILLAGE FARMS INTERNATIONAL, INC.

Notes to Condensed Consolidated Interim Financial Statements

(In thousands of United States dollars, except per share amounts, unless otherwise noted)

has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

On August 4, 2025, the Company made a principal payment of approximately $ 3 million on the FCC Term Loan.

On August 4, 2025, the Company announced that it will be converting the remaining 550,000 sq.

of its Delta 2 greenhouse in Delta, British Columbia to cannabis production.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements