Green Rise Announces Resignation of Officers and Agreement to Purchase Shares

Toronto, Ontario--(Newsfile Corp. - July 27, 2020) - Green Rise Capital Corporation (TSXV: GRF), doing business as Green Rise Foods ("Green Rise" or the "Company") and its wholly-owned subsidiary, Bull Market Farms Inc. ("Bull Market"), announce today that they have accepted the resignations of Matthew Tatomir and Scott Linnell in their roles as President and Chief Financial Officer, respectively, of Bull Market. The board of directors of Green Rise thanks Matthew Tatomir and Scott Linnell for their service to the Company and wish them well in their future endeavours.

In addition, Green Rise has entered into an agreement with certain shareholders of the Company (the "Selling Shareholders"), pursuant to which the Selling Shareholders have agreed to sell in aggregate 26,210,527 common shares of Green Rise, representing 43.8% of the outstanding common shares of the Company. Under the terms of the agreement, Green Rise may purchase up to a maximum of up to 15,000,000 of the common shares being sold by the Selling Shareholders. All remaining shares will be purchased by a group of existing shareholders of the Company in private agreements. No one shareholder would own more than 20% of the Company's outstanding shares as a result of the purchases. Any shares purchased by the Company will be cancelled. The purchase price for the shares will be C$0.11 per share. The Company will fund the repurchase of common shares with cash on hand. The aggregate purchase price for the Company to repurchase 15,000,000 common shares would be $1,650,000.

The sale of common shares by the Selling Shareholders is subject to a number of conditions, including approval of the TSXV. The repurchase of common shares by the Company will constitute an "issuer bid" as such term is defined under National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104"). In order for the Company to repurchase more than 2,994,827 common shares from the Selling Shareholders, the Company would be required under NI 62-104 to conduct a formal issuer bid to provide all shareholders the opportunity to sell their shares to the Company on the same terms. The Company intends to promptly apply for an exemption from the requirements related to issuer bids set out in NI 62-104 in order to allow the Company to repurchase more than 2,994,827 common shares without having to conduct a formal issuer bid.

The closing of the sale by the Selling Shareholders is expected to occur on or prior to August 17, 2020, subject to potential extension in order to obtain any necessary third-party consents or regulatory approvals.

About Green Rise

Green Rise is a grower of fresh produce with a producing, 51-acre greenhouse on its 81-acre farm located in Leamington, Ontario. Poised to be the "best-in-class" contract grower of fresh produce, the Company takes pride in providing high-quality, consistent and reliable product to meet the growing consumer demand for locally grown fresh produce. By leveraging innovative growing solutions and embracing technology, Green Rise seeks to optimize its operations to generate improved product quality and shelf life, expand profit margins, and provide investors with meaningful and growing returns.

Contact Information

For further information, please contact:

Green Rise
Vincent Narang, Chief Executive Officer
Phone: 416-294-2881

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. 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.

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