Affinor Growers Inc. (CSE: AFI) (OTC PINK: RSSFF) announced on November 6, 2026, that it has entered into debt settlement agreements with certain directors, officers, and their affiliated parties to resolve $635,894.33 in outstanding indebtedness through the issuance of 6,358,941 common shares at a deemed price of $0.10 per share. The transaction constitutes a related party transaction under Canadian securities regulations, with the company relying on available exemptions from formal valuation and minority shareholder approval requirements. Investors in the vertical farming company may be watching the settlement's completion and its impact on share structure.

Key Points

  • Affinor Growers Inc. (CSE: AFI) (OTC PINK: RSSFF) is a Vancouver-based vertical farming technology company.
  • The company entered debt settlement agreements to issue 6,358,941 common shares at $0.10 per share to settle $635,894.33 owed to directors, officers, and affiliated parties.
  • The settlement shares are subject to a statutory hold period of four months and one day under CSE policies and applicable Canadian securities laws.
  • Investors should watch for regulatory confirmation and the formal completion of the debt settlement on the proposed terms.

Nature and Composition of the Settled Debt

The $635,894.33 in aggregate indebtedness being resolved through this transaction comprises unpaid compensation, consulting fees, reimbursable expenses, loan obligations and accrued interest, and amounts owing under leases, according to the announcement. The creditors receiving the settlement shares include directors and officers Ben Hogervorst and Nick Brusatore, along with their affiliated parties. The release states that the deemed issuance price for the settlement shares has been set at $0.10 per common share, resulting in the issuance of 6,358,941 new shares in the capital of the company.

Related Party Transaction Exemptions Applied by Affinor

Because the creditors include named directors and officers of the company, the debt settlement qualifies as a related party transaction under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The company disclosed it is relying on exemptions under sections 5.5(a) and 5.7(1)(a) of MI 61-101, which exempt the transaction from formal valuation and minority shareholder approval requirements, respectively. The basis for these exemptions is that the fair market value of the settlement shares to be issued does not exceed 25% of the company's market capitalisation, as stated in the release.

Share Hold Period and CSE Compliance for the Settlement Shares

The settlement shares issued in connection with this transaction will be subject to a statutory hold period of four months and one day, in accordance with the policies of the Canadian Securities Exchange and applicable Canadian securities laws. The announcement notes that completion of the debt settlement remains subject to conditions, including that debt settlement agreements will be formally entered into and any required regulatory approvals obtained. The immediate share price impact was not clear from available public information.