/FOR IMMEDIATE RELEASE NOT FOR DISTRIBUTION IN
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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".
FORWARD-LOOKING STATEMENTS
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