Crop Infrastructure Closes Fundamental Change Transaction And Receives Conditional Approval For Listing
Crop Infrastructure Corp., formerly Fortify Resources Inc. (CSE:FTY) (the “Company”) announces the completion of its previously announced transaction (the “Transaction”) with DV Infrastructure Corp. (“DVI”), acquiring all of the issued and outstanding securities of DVI, constituting a “fundamental change” of the Company within the meaning of the policies of the Canadian Securities Exchange (the “Exchange”). It is expected that the Company’s common shares (the “Common Shares”) will resume trading on the Exchange under the symbol “CROP” once the Exchange provides final approval following the “fundamental change”, and all final conditions of the Exchange are satisfied such that the Exchange publishes a final bulletin to announce the resumption of trading of the Common Shares.
On March 2, 2018 (the “Closing Date”), the Company completed the Transaction pursuant to an amalgamation agreement dated November 3, 2017 (the “Amalgamation Agreement”) among the Company, DVI and 1137129 B.C. Ltd. (“Acquireco”), a wholly-owned subsidiary of the Company, whereby the Company acquired all of the issued and outstanding common shares in the capital of DVI by way of a three-cornered amalgamation, pursuant to which Acquireco amalgamated with DVI and each DVI shareholder received one Common Share for each common share of DVI held for a total issuance of 64,565,200 Common Shares. In addition, all of the outstanding common share purchase warrants of DVI were exchanged for Common Share purchase warrants on a one-for-one basis and on the same economic terms and conditions as previously issued, for a total issuance of 26,076,100 Common Share purchase warrants. Following the completion of the Transaction DVI is now a wholly-owned subsidiary of the Company. The Company will conduct the principal business of DVI, as described in brief below and in greater detail in the Listing Statement (hereinafter defined).
Effective upon the closing of the Transaction, as a result of the reverse takeover of the Company by the shareholders of DVI and to align the financial years of the Company to that of DVI, the financial year end of the Company has been changed from February 28 of each year to December 31 of each year.
A listing statement describing the Company and DVI, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, will be available on SEDAR at www.sedar.com (the “Listing Statement”) once the Company receives final approval of the Transaction from the Exchange. The summary information set out herein is qualified in its entirety by reference to the relevant descriptions in the Listing Statement.
In connection with the Transaction, the Company changed its name from “Fortify Resources Inc.” to “Crop Infrastructure Corp.”.
In connection with Transaction, pursuant to the Amalgamation Agreement, DVI completed a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of $4,956,520, consisting of 49,565,200 units at a price of $0.10 per unit (“Placement Units”), each such Placement Unit consisting of one common share of DVI and one-half of one transferable common share purchase warrant of DVI, with each whole such common share purchase warrant entitling the holder to purchase, for a period of 24 months from the date of issue, one additional common share of DVI at an exercise price of $0.20 per share. The common share purchase warrants are subject to an acceleration clause whereby if the common shares of DVI trade equal to or greater than $0.40 for a period of five consecutive trading days, then DVI may, at its discretion, give notice to the holders of the warrants that the expiry time of the warrants has been accelerated and the warrants will expire on a date that is not less than thirty days after notice is given. For finder’s services in connection with the Private Placement, DVI granted 1,293,500 common share purchase warrants of DVI on the same terms as those issued as part of the Placement Units. Proceeds from the Private Placement will be used as set out in the Listing Statement.
Outstanding Share Capital and Escrow
The Company currently has a total of 67,592,388 Common Shares and 27,810,342 Common Share purchase warrants outstanding. No incentive stock options to purchase Common Shares are outstanding. As of the Closing Date, 13,967,000 Common Shares are subject to escrow, to be released as to 10% on closing of the Transaction and an additional 15% every six months thereafter over 36 months. 45,022,000 of the Common Shares issued in exchange for common shares of DVI previously issued under the Private Placement are subject to a voluntary hold period of four months from the date on which the Common Shares resume trading following final approval of the Transaction.
New Board and Management
Effective on the closing of the Transaction, Robert Horsley resigned as director of the Company and was replaced by Michael Yorke, with Christine Mah and Nigel Alexander Horsley remaining as directors of the Company. Michael Yorke was also appointed as Chief Executive Officer, replacing Robert Horsley who resigned that role, and Abbey Abdiye remains as the Company’s Chief Financial Officer.
About the Company’s Business
Crop Infrastructure is engaged in the business of investing, constructing, owning and leasing mega greenhouse projects to provide turn-key real estate solutions for lease to licensed cannabis producers and processors who have best in class operations and brands. The Company’s first project and its core asset is its greenhouse project currently being constructed in Moses Lake, Washington.
For further information, please contact:
Crop Infrastructure Corp.
Michael Yorke, CEO Tel: 604.484.4206
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
The Canadian Securities Exchange has not reviewed, nor approved the contents of this news release.
Investors are cautioned that, except as disclosed in the Listing Statement, any information released or received with respect to the Transaction and related transactions may not be accurate or complete and should not be relied upon.
The securities of the Company are considered highly speculative due to the nature of the Company’s business. The Company is indirectly involved through its business in both the medical and recreational cannabis industry in the United State where local state law permits such activities. As a result of the conflicting views between state legislatures and the federal government regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation and therefore there are risks of federal government enforcement. Marijuana-related practices or activities, including the cultivation, possession or distribution of marijuana, are illegal under U.S. federal law.
Certain statements in this release are forward-looking statements, which include regulatory approvals, use of proceeds, the business of the Company and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward- looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements.
Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that the U.S. federal government will not prosecute people and companies who are involved directly or indirectly in the legal state cannabis industry, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s business will be available on reasonable terms and in a timely manner. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
These assumptions, risks and uncertainties include, among other things, including, but not limited to: regulatory and political risks, in particular those of the United States; change in laws, regulations and guidelines; limited operating history; competition; risks inherit ant in an agricultural business; vulnerability to rising energy costs; environmental and employee health and safety regulations; lack of demand of the Company’s services; dependence on suppliers and skilled labour; reliance on key inputs; operating risk and lack of initial insurance coverage; unfavourable publicity or consumer perception; operation permits and authorizations; risks associated with acquisitions; risks associated with loaned money; financial projections may prove materially inaccurate or incorrect; management of growth; difficulty implementing business strategy; costs of maintaining a public listing; conflicts of interest; litigation; share price fluctuations; limited market for securities; lack of dividends; environmental laws and regulations; economic environment; global economy risk; going-concern risk; and financial risk exposures
While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.
Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approvals, increase in construction and operating costs, government regulations, changes in laws and the enforcement of such laws, in particular the laws of the Unites States, lack of tenants at the Company’s joint-venture facilities, loss of key employees and consultants, the continued availability of capital and financing, general economic conditions, competition, litigation, market or business conditions.
The Company may not actually achieve its plans, projections, or expectations.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.