Green Rise Announces Completion of Qualifying Transaction with Bull Market Farms Inc.
Sep 30, 2019, 19:10 ET
/FOR IMMEDIATE RELEASE NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES./
TORONTO, Sept. 30, 2019 /CNW/ - Green Rise Capital Corporation ("Green Rise") (TSX VENTURE: GRCC.P), a capital pool company, is pleased to announce the completion of its previously announced qualifying transaction with Bull Market Farms Inc. ("Bull Market") (the "Transaction") under the policies of the TSX Venture Exchange ("TSXV").
Third DA Amendment
Prior to the closing of the Transaction, pursuant to an amending agreement dated September 30, 2019 (the "Third DA Amendment") to the definitive agreement dated March 1, 2019 (as amended June 7, 2019 and August 2, 2019) between Green Rise, its wholly owned subsidiary and Bull Market, the parties thereto have agreed, among other things, and subject to the other terms of the Third DA Amendment, to remove as conditions precedent to Green Rise's obligation to complete the Transaction the requirements that (i) Green Rise change its name and the rights to "Green Rise Capital Corporation" be transferred to certain Green Rise shareholders and (ii) the board of Green Rise be expanded and reconstituted, and in addition Green Rise has agreed to use commercially reasonable efforts to nominate Vito Galifi, Matthew Tatomir, Scott Linnell, Rick Paolone, Mark Benadiba, Vincent Narang, Jerry Mancini and a future person to be determined for election as directors at a duly-called and held meeting of Green Rise shareholders following the closing of the Transaction. A copy of the Third DA Amendment has been posted to Green Rise's profile on SEDAR (www.sedar.com).
Proposed Director Nominees
Vito Galifi, a director of Bull Market, has been involved in developing and managing commercial property developments for over 30 years. Mr. Galifi has been involved in several businesses in the Essex County region both actively and as a passive investor, and otherwise is active in the charitable community in the Windsor area.
Matthew Tatomir is the President and a director of Bull Market. As president, Mr. Tatomir oversees a large number of employees who are directly involved in the cultivation and processing of Bull Market's produce on a daily basis, which includes Master Grower Frank Peters, who has 24 years of cultivation experience. In addition, Mr. Tatomir is in constant communication with key area leads including Production Management, Labour Management and the Facilities Manager. The on-staff Agronomist provides Mr. Tatomir with daily/hourly updates on the health and maintenance requirements of Bull Market's bearer plants. Furthermore, Mr. Tatomir is in constant communication with experienced agricultural consultants that visit and provide insight on latest and best practice methods of operation.
Scott Linnell, a director and employee of Bull Market, has decades of business management experience combined with formal education, having honed his finance and management skill-set through his MBA in Business Management. Mr. Linnell has approximately 25 years experience in various finance positions in the corporate world. Mr. Linnell currently owns and oversees operations at multiple private companies and has been involved in agriculture farming for the last few years. Mr. Linnell also manages a team of growers and farming professionals with support from top consultants, working closely with hand-selected managers, supervisors, and staff to ensure stringent financial control, tracking to key performance indicators in meeting vegetable yield targets, course correcting processes as needed, and operating in conjunction with adopted marketing partner programs/policies that have proven paths to compliance and success.
Jerry Mancini currently acts as President, VP and General Manager of Dole Packaged Foods, LLC, one of the largest agricultural multinational corporations in the world. Mr. Mancini has over 24 years experience working alongside managing directors to facilitate operations in North America, as well as global expansion initiatives into Europe, the Middle East and Africa.
For background information concerning Rick Paolone, Mark Benadiba and Vincent Narang, as well as additional information about Green Rise and the Transaction, please refer to Green Rise's Filing Statement dated August 29, 2019 which has been filed on Green Rise's profile on SEDAR (www.sedar.com).
Subscription Receipt Financing and Repayment of Bull Market Shareholder Loans
As previously announced, Green Rise completed a non-brokered private placement of subscription receipts (each, a "Subscription Receipt") for gross proceeds of approximately $3.67 million (the "Offering"). The gross proceeds of the Offering were held in escrow by Purdy Law Professional Corporation (the "Subscription Receipt Agent") as subscription receipt agent, pursuant to the terms of a subscription receipt agreement dated August 19, 2019 (the "Subscription Receipt Agreement") between Green Rise and the Subscription Receipt Agent, pending satisfaction of the Escrow Release Conditions (as defined in the Subscription Receipt Agreement), which included that all conditions precedent to the closing of the Transaction be satisfied or waived. Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt was exchanged, without further payment of consideration or any further action by the holders of Subscription Receipts, into one common share in the capital of Green Rise ("Green Rise Share"). Out of the Offering proceeds, $1.5 million will be used immediately to repay half of the $3 million of outstanding loans previously provided by Bull Market shareholders to Bull Market (the "Shareholder Loans"). The remaining $1.5 million of the Shareholder Loans have been converted into capital of Bull Market (with no additional Bull Market shares being issued) pursuant to a contribution agreement dated September 30, 2019 between Bull Market and those shareholders of Bull Market who had provided the Shareholder Loans.
The TSXV has conditionally approved the listing of the Green Rise Shares issuable under the Offering. Final acceptance by the TSXV is subject to Green Rise fulfilling certain customary conditions, including the filing of final documentation. The Green Rise Shares are expected to commence trading on the TSXV under the symbol "GRCC".
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements. The statements in this news release are made as of the date of this release. Green Rise undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements. Green Rise undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Green Rise and Bull Market, or their respective financial or operating results or (as applicable), their securities.
SOURCE Green Rise Capital Corporation
For further information: Green Rise: Vincent Narang, Chief Executive Officer, Phone: 416-294-2881, E-mail: [email protected]; Bull Market: Matthew Tatomir, Phone: 519-999-0343, E-mail:[email protected]
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