Freshlocal Solutions Inc. (Formerly “Rainy Hollow Ventures Inc.”) Announces Name Change, Consolidation and Approval of a Fee Payment Pursuant to the New CPC Policy

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Vancouver, British Columbia–(Newsfile Corp. – April 16, 2021) – Freshlocal Solutions Inc. (TSXV: RHV.P) (formerly “Rainy Hollow Ventures Inc.”) (“Freshlocal or the “Company“), a capital pool company listed on the TSX Venture Exchange (“TSXV“), is pleased to announce that in connection with its qualifying transaction (the “Transaction“) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“), which consists of a reverse take-over of Freshlocal by Sustainable Produce Urban Delivery Inc. (“SPUD“) by way of a statutory plan of arrangement in accordance with the previously announced arrangement agreement dated December 21, 2020, as amended on March 9, 2021, between the Company and SPUD, the Company, effective April 15, 2021, changed its name from “Rainy Hollow Ventures Inc.” to “Freshlocal Solutions Inc.”, and further completed the consolidation of its common shares on the basis of 8 pre-consolidation common shares for one post-consolidation common share.

In addition, a majority of the minority shareholders of Freshlocal (who are not directors, officers or promoters of Freshlocal) approved, by way of written shareholder consent, the implementation of an additional change needed to transition to the TSXV’s Policy 2.4 – Capital Pool Companies, that became effective as at January 1, 2021 (the “New CPC Policy“), namely to authorize and permit the Company to pay any finder’s fee or commission to a non-arm’s length party to the Company upon completion of the Transaction in accordance with the terms of the New CPC Policy. In particular, at the request of the TSXV, Freshlocal obtained a second specific disinterested shareholders’ consent to pay $50,000 to Earlston Management Corp., who has a common director with Freshlocal. Further details are provided in the Filing Statement of Freshlocal dated April 9, 2021 and filed on SEDAR.

For further information, please contact:
Freshlocal Solutions Inc.
Michael Atkinson – Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428

Notice on Forward Looking Information

Neither the TSXV nor its Regulation Services Provider (as the term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This news release contains certain statements that may constitute forward-looking statements under applicable securities laws. Forward-looking statements are not historical facts but represent management’s current expectation of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “continues” and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward- looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: COVID-19; reliance on key personnel; shareholder and regulatory approvals; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; commodities pricing; currency movements, especially as between the USD and CDN and effect of market interest rates on price of securities.

The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/80745