Green Rise Announces Closing of Settlement Transaction
Toronto, Ontario--(Newsfile Corp. - August 27, 2020) - Green Rise Capital Corporation (TSXV: GRF), doing business as Green Rise Foods ("Green Rise" or the "Company"), is pleased to announce that it closed its previously announced settlement transaction today. Pursuant to the agreement (the "Settlement Agreement") announced July 27, 2020 between the Company and Galifi Inc., 851393 Ontario Ltd. and 2626547 Ontario Limited (together, the "Selling Shareholders"), among others, the Selling Shareholders sold an aggregate of 26,210,527 common shares of Green Rise (the "Common Shares") at a purchase price of C$0.11, with 14,974,133 Common Shares repurchased by the Company for cancellation and 11,236,394 Common Shares purchased by other parties including Enrico (Rick) Paolone and Vincent Narang (together, the "Settlement Transaction"). The purpose of the Settlement Transaction was to settle certain disputes that arose between the Sellers and the Company.
Immediately prior to the closing of the Settlement Transaction, Galifi Inc. held 12,631,579 Common Shares, 851393 Ontario Ltd. held 7,263,159 Common Shares and 2626547 Ontario Limited held 6,315,789 Common Shares, representing 21.1%, 12.1% and 10.5% of the issued and outstanding Common Shares, respectively. Immediately following the closing of the Settlement Transaction, the Selling Shareholders no longer had ownership or control over any Common Shares. In aggregate, the Sellers received C$2,883,157.97 in consideration for their Common Shares.
The address of the Sellers is c/o Bennett Jones LLP, 100 King St W Suite 3400, Toronto, ON M5X 1A4, attn: Gordon McKenna. A copy of the early warning report being filed by each of the Sellers may be obtained by contacting Gordon McKenna, counsel to the Sellers, at 416-777-4664 and will also be available under Green Rise's SEDAR profile at www.sedar.com.
Immediately prior to the closing of the Settlement Transaction, Mr. Paolone held, directly or indirectly, 5,016,653 Common Shares representing 8.4% of the issued and outstanding Common Shares and Mr. Narang held, directly or indirectly, 4,184,375 Common Shares representing 7.0% of the issued and outstanding Common Shares. As part of the Settlement Transaction, Mr. Paolone acquired 2,727,296 Common Shares for C$300,002.56 and Mr. Narang acquired 2,700,000 Common Shares for C$297,000.00. Immediately following the closing of the Settlement Transaction, Mr. Paolone held, directly or indirectly 7,743,949 Common Shares and Mr. Narang held, directly or indirectly, 6,884,375 Common Shares, representing 17.2% and 15.3% of the issued and outstanding Common Shares, respectively.
The address of Mr. Paolone and Mr. Narang is c/o Green Rise Capital Corporation, 47 Colborne Street, Suite 301, Toronto, Ontario, M5E 1P8. A copy of the early warning report being filed by each of Messrs. Paolone and Narang may be obtained by contacting the Company at 416-861-9001 and will also be available under Green Rise's SEDAR profile at www.sedar.com.
This news release is issued under the early warning provisions of Canadian securities legislation.
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, expand profit margins, and provide investors with meaningful and growing returns.
The Company's head office is located at 47 Colborne Street, Suite 301, Toronto, Ontario, M5E 1P8.
For further information, please contact:
Vincent Narang, Chief Executive Officer
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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