Vancouver, British Columbia–(Newsfile Corp. – April 12, 2021) – Rainy Hollow Ventures Inc. (TSXV: RHV.P) (“Rainy Hollow“) and Sustainable Produce Urban Delivery Inc. (“SPUD“) are pleased to announce that Rainy Hollow has received conditional approval from the TSX Venture Exchange (the “TSXV“) in respect of its qualifying transaction (the “Transaction“) with SPUD pursuant to Policy 2.4 – Capital Pool Companies of the TSXV. In connection with the Transaction and pursuant to TSXV requirements, Rainy Hollow has filed a filing statement dated April 9, 2021 (the “Filing Statement“) on SEDAR (www.sedar.com).
The Transaction consists of a reverse take-over of Rainy Hollow by SPUD by way of a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA“) in accordance with the terms set out in the previously announced arrangement agreement dated December 21, 2020, as amended on March 9, 2021, between Rainy Hollow and SPUD.
Concurrently with the Transaction, Rainy Hollow intends to change its name to “Freshlocal Solutions Inc.” and upon completion of the Transaction, the combined entity (the “Resulting Issuer“) will carry on the current business of SPUD. The Transaction is expected to close on or about April 16, 2021.
SPUD has also received conditional approval to list the common shares of the Resulting Issuer on Toronto Stock Exchange (the “TSX“) following the completion of the Transaction. Final approval of the listing is subject to the Resulting Issuer meeting certain conditions required by the TSX on or before June 29, 2021, these conditions include the completion of the Transaction and other standard listing conditions. Upon receipt of the TSX’s final approval, Rainy Hollow’s common shares, trading of which is presently halted, will be delisted from the TSXV and the common shares of the Resulting Issuer will begin trading on the TSX under the symbol “LOCL”.
“Our team at SPUD is excited to have reached this important milestone for our business,” commented SPUD CEO, Peter van Stolk. “We look forward to completing the final steps required to list the common shares of Freshlocal Solutions on the TSX, to building on our success in securing new long-term partners for our FoodX Technologies SaaS-based eGrocery management solution on a global basis, and the continued expansion of our SPUD.ca consumer eGrocery business,” further commented Mr. van Stolk.
SPUD disseminated a separate press release today, outlining key updates on its business, all of which are fully described in the Filing Statement, a copy of which is available on Rainy Hollow’s profile on SEDAR at www.sedar.com.
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 Transaction. 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.
Rainy Hollow Ventures Inc.
Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428
Sustainable Produce Urban Delivery Inc.
Ian S. Tharp
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 Transaction, including receipt of final TSXV and TSX approval; the closing of the Transaction; 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 final approvals for the Transaction, including TSXV and TSX; final 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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV or TSX acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of SPUD or the Filing Statement of Rainy Hollow prepared in connection with the Transaction, any information released or received with respect to the Transaction 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 Transaction 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.
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.
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