NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, April 06, 2018 (GLOBE NEWSWIRE) -- CROP Infrastructure Corp. (CSE:CROP)
(“CROP” or the “Company”) announces a proposed non-brokered private placement offering (the
“Offering”) to raise up to CDN$4,000,000 by the issuance of up to 10,000,000 units (each, a
“Unit”) at a price of $0.40 per Unit on the terms as further set out below.
Offering
Each Unit of the Offering will be comprised of one common share in the capital of the Company (each, a
“Common Share”) and one-half of one common share purchase warrant (each whole warrant, a
“Warrant”), each Warrant exercisable into one Common Share (each, a “Warrant Share”) at a price
of CDN$0.55 per Warrant Share for a period of 18 months from the date of issuance.
A portion or all of the Offering may be completed pursuant to BC Instrument 45-534 - Exemption from
prospectus requirement for certain trades to existing security holders (the “Existing Security Holder
Exemption”). Subject to applicable securities laws, the Company will permit each person or company who, as of April 6,
2018 (being the record date set by the Company pursuant to the Existing Security Holder Exemption), holds Common Shares as of that
date to subscribe for Units under the Offering, provided that the Existing Security Holder Exemption is available to such person or
company. Qualifying shareholders who wish to participate in the Offering should contact the Company at the contact information set
forth below. In the event that aggregate subscriptions for Units under the Offering exceed the maximum number of securities to be
distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for.
In addition to the Existing Security Holder Exemption, a portion or all of the Offering may be completed
pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer
(“CSA 45-318”) and the corresponding blanket orders and rules implementing CSA 45-318 in the participating
jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date
hereof, the Investment Dealer Exemption is available in each of the Provinces of Alberta, British Columbia, Saskatchewan, Manitoba
and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding
the suitability of the investment from a registered investment dealer.
In addition to conducting the Offering pursuant to the Existing Security Holder Exemption and the Investment
Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
There is no minimum number of Units or minimum aggregate proceeds required to close the
Offering.
Management anticipates that the Company will allocate the net proceeds of the Offering as follows: 25% for
production facility payments, 60% for property upgrades, construction and automation, 5% for salaries and 10% for unallocated
working capital purposes. Finder’s fees may be paid in connection with the Offering.
Except as disclosed herein, there is no material fact or material change of the Company that has not been
generally disclosed.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and
regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period expiring on
the date that is four months and one day after closing of the Offering. Any participation by insiders in the Offering would be a
related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special
Transactions (“MI 61-101”) but is expected to be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101.
None of the securities sold in connection with the Offering will be registered under the United States
Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
Company Contact
N. Alex Horsley
Director
info@cropcorp.com
(604) 484-4206
About CROP Infrastructure Corp.
Crop Infrastructure is engaged in the business of investing, constructing, owning and leasing mega-greenhouse
projects as part of the provision of turnkey real estate solutions for lease-to-licensed cannabis producers and processors offering
best-in-class operations. The Company’s first project and core asset is its Greenhouse project currently under construction in the
State of Washington.
Disclaimer for Forward-Looking Information
Certain statements in this press release related to the Offering, the securities issuable thereunder and the
Transaction are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical
facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results expressed or implied by the forward-looking
statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar
variations.
