Rainy Hollow Ventures Inc. and Sustainable Produce Urban Delivery Inc. Announce Interim Order and Meeting for Going Public Transaction
Vancouver, British Columbia--(Newsfile Corp. - March 17, 2021) - Rainy Hollow Ventures Inc. (TSXV: RHV.P) ("Rainy Hollow") and Sustainable Produce Urban Delivery Inc. ("SPUD") are pleased to announce that on March 12, 2021 SPUD obtained an interim order from the Supreme Court of British Columbia authorizing the calling and holding of an annual and special meeting (the "Meeting") of the shareholders of SPUD (the "SPUD Shareholders"), the granting of dissent rights to SPUD shareholders and other matters relating to the conduct of the Meeting. At the Meeting, the SPUD Shareholders will be asked to pass a special resolution relating to the proposed plan of arrangement of SPUD and certain securityholders of SPUD (the "Arrangement") involving Rainy Hollow. The Arrangement is subject to the approval of at least 66 2/3% of the votes cast on the resolution related thereto by SPUD Shareholders virtually present or represented by proxy at the Meeting.
The Arrangement will be carried out pursuant to the terms of an arrangement agreement dated December 21, 2020, as amended on March 9, 2021, between Rainy Hollow and SPUD (the "Arrangement Agreement") setting out the terms the Arrangement which consists of a reverse take-over of Rainy Hollow by SPUD by way of a statutory plan of arrangement under Section 288 the Business Corporations Act (British Columbia) (the "BCBCA"). It is anticipated that the Arrangement will constitute the Qualifying Transaction (as such term is defined in Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV")) of Rainy Hollow and Rainy Hollow is seeking conditional acceptance from the TSXV in respect of same.
Concurrently with the Arrangement, Rainy Hollow intends to change its name to "Freshlocal Solutions Inc." Upon completion of the Arrangement, the combined entity (the "Resulting Issuer") will carry on the current business of SPUD. As part of the name change, SPUD will be releasing a new company logo and establishing a new company website.
"The name Freshlocal Solutions embodies our corporate mission of using innovation and technology to reduce environmental impacts while creating a safe and sustainable food ecosystem for all," commented Freshlocal CEO Peter van Stolk. "We are excited to be nearing the final stages of our Arrangement and to continue to bring our grocery and eGrocery innovations to both new and existing customers in the global grocery marketplace."
SPUD has applied to have the common share of the Resulting Issuer listed on Toronto Stock Exchange (the "TSX"). Listing is subject to the approval of the TSX in accordance with its original listing requirements. The TSX has not conditionally approved the Resulting Issuer's listing application and there is no assurance that the TSX will approve the listing application.
Meeting and Meeting Materials
The Meeting will be held on Monday March 29, 2021 in a virtual only format, commencing at 10:00 a.m. (Vancouver time). Meeting materials, including a notice of annual general and special meeting of SPUD Shareholders, management information circular, form of proxy and letter of transmittal, are scheduled to be mailed in advance of the Meeting to SPUD Shareholders of record as of the close of business on March 15, 2021 and will be delivered to certain other security holders of SPUD, in accordance with statutory requirements and the interim order. SPUD Shareholders should carefully review all Meeting materials as they contain important information concerning the Arrangement and the rights and entitlements of the SPUD Shareholders.
Completion of the Arrangement is expected to occur at the beginning of the month of April but in no event later than April 22, 2021 and remains subject to the satisfaction or waiver of certain customary conditions set forth in the Arrangement Agreement including, among other things, (a) requisite SPUD Shareholder and regulatory approvals and (b) approval to list the shares of the Resulting Issuer on either the TSX or TSXV.
About Rainy Hollow
Rainy Hollow was incorporated under the BCBCA and is a Capital Pool Company governed by the policies of the TSXV. Rainy Hollow's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative. Trading in the Rainy Hollow Shares is currently halted and will remain halted until completion of the Arrangement. Rainy Hollow does not intend to apply to the TSXV for reinstatement of trading of the Rainy Hollow Shares at this time.
SPUD is a Vancouver-based company that is building a leadership position in the provision of end-to-end grocery e-commerce solutions. SPUD operates two primary businesses, FoodX and eGrocery, both of which support its corporate mission to leverage innovation and technology to create a sustainable and profitable food system for all. FoodX Technologies ("FoodX") is SPUD's scalable end-to-end SaaS-based eGrocery Management Solution (eGMS) which is designed to meet the needs of large and small grocery retailers while providing profitable unit economics. The FoodX eGMS is the culmination of 20 years of experience in online grocery and the company's proven track record of delivering efficiently, sustainably and profitably. SPUD's consumer eGrocery business has expanded into one of Canada's largest online grocery companies, with a focus on delivering fresh, local, organic produce and groceries, along with exceptional customer experiences. SPUD serves the main urban markets in British Columbia and Alberta through its brick and mortar store locations operating under the Be Fresh and Blush Lane banners, as well as through SPUD.ca which is SPUD's award-winning online eGrocery platform. For more information, please visit http://spud.ca.
Completion of the Arrangement is subject to a number of conditions, including but not limited to, TSXV or TSX acceptance and if applicable pursuant to TSXV or TSX requirements, majority of the minority shareholder approval. The Arrangement cannot close until the required SPUD Shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of SPUD or filing statement of Rainy Hollow to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Rainy Hollow should be considered highly speculative.
Neither the TSXV nor the TSX has in any way passed upon the merits of the proposed Arrangement and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
Rainy Hollow Ventures Inc.
Michael Atkinson - Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428
Sustainable Produce Urban Delivery Inc.
Ian S. Tharp, CFA
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Notice on Forward Looking Information
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Arrangement, including receipt of TSXV, TSX and SPUD shareholder approval; holding the Meeting; the closing of the Arrangement; and the listing of the Resulting Issuer on the TSX. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
With respect to forward-looking statements and information contained herein, Rainy Hollow and SPUD have made numerous assumptions including among other things, assumptions about general business and economic conditions of SPUD and the market in which it operates. The foregoing list of assumptions is not exhaustive.
Although management of Rainy Hollow and SPUD believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to the receipt of all requisite approvals for the Arrangement, including the approval of SPUD Shareholders, the TSXV and the TSX; approval of the Resulting Issuer's listing application by the TSX; risks associated with the business of SPUD; business and economic conditions in the eGrocery industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to unanticipated operational difficulties (including failure of technology or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, the ability to obtain financing as required; and other risk factors as detailed from time to time. Rainy Hollow and SPUD do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/77576