CROP Announces Signing of Commercial Real Estate Purchase Agreement by Elite Ventures for Tonopah, Nevada Property for Gross USD $24.0 Million August 01, 2019 - Baystreet.ca Vancouver British Columbia based CROP Infrastructure Corp. (CSE: CROP) (OTC: CRXPF) (Frankfurt: 2FR) announced that Elite Ventures Group LLC, a limited liability company organized and existing under the laws of the State of Nevada in which the Company holds a 49% membership interest, has entered into two commercial real estate purchase agreements with Trinity Global Investments LLC dated July 15, 2019, pursuant to which Trinity Global has agreed to purchase certain real property located in Tonopah, Nevada owned by Elite. The Nevada Property will be sold together with all buildings, improvements, and fixtures constructed or located on the property, in addition to 50 acre-feet of ground water rights, the assignment of a certain Nevada energy agreement along with any costs associated therewith, and the right to use the Licenses on the Nevada Property for a gross aggregate purchase price of USD$6,200,000. In connection with the sale of the Nevada Assets, The Hempire Company L.L.C. (“Hempire”), a limited liability company organized and existing under the laws of the State of Nevada, has agreed to sell four active, authenticated, usable, uninhibited and transferable Nevada Marijuana Certificates owned by Hempire to Trinity Global pursuant to the terms of an asset purchase agreement dated July 15, 2019 in consideration for USD$17,800,000. Pursuant to the terms of a Nevada cannabis license option agreement dated April 17, 2019 between Hempire and Elite, Hempire granted Elite with an option to acquire 100% of the Licenses, at any time prior to April 17, 2050, for USD$10,000. In consideration for the purchase of the Nevada Assets, Trinity Global has agreed to pay an aggregate cash sum of USD$24,000,000 (which amount represents the aggregated sum of the Property Purchase Price and the License Purchase Price) as follows: - an aggregate of USD$50,000 payable on or before July 26, 2019, which Property Deposit shall entitle Trinity Global to a due diligence period ending August 6th; - USD$950,000 payable on or before July 26, 2019, which License Deposit shall become non-refundable and applied to the License Purchase Price at the expiration of the Due Diligence Period; and - USD$23,000,000 payable upon the closing of the Property Purchase Agreement and the Asset Purchase Agreement, which Closing is expected to occur on or before August 9th, 2019, provided there are no unforeseen delays. In connection with the sale of the Nevada Assets, Elite and Hempire have entered into a separate disbursement agreement dated July 15, 2019, pursuant to which CROP will benefit from a combined USD$16,163,464.60 (CAD$21,251,723) directly from the sale of the Nevada Assets and indirectly through the repayment of certain debts accrued in connection therewith. Accordingly, USD$8,301,352.27 (CAD10,914,617) will be sent directly to CROP’s account as reimbursement for certain upgrades to the Nevada Property paid for by CROP, for interest payments made to date by CROP to service the initial loan used to purchase the Nevada Property and for its 49% share of the net profits. Furthermore, USD$7,862,112.34 (CAD$10,337,105) will be directly paid to certain creditors to the Nevada Property including an aggregate of CAD$5,250,000 to the certain holders of convertible debentures of the Company as well as USD$3,399,344.49 to the holder of a 20 year note issued in connection with the Nevada Property and with. The balance of the proceeds from the sale of the Nevada Assets will be paid to remaining members of Elite in amounts proportional to each member’s equity stake. All exchange rates based on the Bank of Canada exchange rate dated July 31, 2019. Closing is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by Trinity Global, receipt of the requisite state and local governing authority approvals, and other customary closing conditions normal for a transaction of this nature. Michael Yorke, CEO stated “The sale of the Esmerelda THC property will be bittersweet for the Company. We used a combination of long-term mortgages and convertible debt to finance the project making this an attractive return on investment for CROP and its stakeholders. The sale of the Nevada project will clean up our balance sheet as well as provide capital to vertically integrate, hire additional personnel, and focus on the four states the Company remains present.” About CROP CROP is a publicly listed company trading on the CSE under the symbol CROP. The Company is focused on owning a portfolio of cannabis branding, CBD and real estate assets through its wholly and partially-owned subsidiaries. CROP’s portfolio of projects includes cultivation properties in California, two in Washington State, a 1,000-acre Nevada cannabis farm, 2,115 acres of Hemp CBD farms, and a growing portfolio of share equity in various companies within the cannabis space. CROP has developed a portfolio of assets including Canna Drink, a cannabis infused functional beverage line and 16 cannabis brands. Contact Michael Yorke – CEO & Director info@cropcorp.com www.cropcorp.com (604) 484-4206 Disclaimer for Forward-Looking Statements This news release contains forward-looking statements that involve various risks and uncertainties regarding future events. Such forward-looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements regarding: (i) the Property Purchase Agreement and the respective closing thereof; (ii) the License Purchase Agreement and the respective closing thereof; and (iii) the expected use of proceeds from the sale of the Nevada Assets by the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the unsatisfactory due diligence review of the Assets by Trinity Global, the regulatory and legal framework of the United States cannabis industry, general market conditions and other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Legal Disclaimer/Disclosure: While all information is believed to be reliable, it is not guaranteed by us to be accurate. Individuals should assume that all information contained in our article is not trustworthy unless verified by their own independent research. Also, because events and circumstances frequently do not occur as expected, there will likely be differences between any predictions and actual results. Always consult a licensed investment professional before making any investment decision. Be extremely careful, investing in securities carries a high degree of risk; you may likely lose some or all of the investment. Furthermore, it is certainly possible for errors or omissions to take place regarding the profiled company, in communications, writing and/or editing. Nothing in this publication should be considered as personalized financial advice. We are not licensed under any securities laws to address your particular financial situation. No communication by our employees to you should be deemed as personalized financial advice. Please consult a licensed financial advisor before making any investment decision. This is a paid advertisement and is neither an offer nor recommendation to buy or sell any security. We hold no investment licenses and are thus neither licensed nor qualified to provide investment advice. The content in this article is not provided to any individual with a view toward their individual circumstances. Baystreet.ca has been paid a fee for CROP Infrastructure Corp. advertising from the company. There may be 3rd parties who may have shares of CROP Infrastructure Corp. and may liquidate their shares which could have a negative effect on the price of the stock. This compensation constitutes a conflict of interest as to our ability to remain objective in our communication regarding the profiled company. Because of this conflict, individuals are strongly encouraged to not use this article as the basis for any investment decision. The owner/operator of Baystreet.ca has purchased shares of CROP Infrastructure Corp. through a private placement and does not intend on selling any shares within 72 hours of this updated publication date after such point we reserve the right to buy and sell shares in the open market, no further notice will be given. By reading this communication, you agree to the terms of this disclaimer, including, but not limited to: releasing Baystreet.ca, its affiliates, assigns and successors from any and all liability, damages, and injury from the information contained in this communication. You further warrant that you are solely responsible for any financial outcome that may come from your investment decisions.
CROP Announces Signing of Commercial Real Estate Purchase Agreement by Elite Ventures for Tonopah, Nevada Property for Gross USD $24.0 Million August 01, 2019 - Baystreet.ca Vancouver British Columbia based CROP Infrastructure Corp. (CSE: CROP) (OTC: CRXPF) (Frankfurt: 2FR) announced that Elite Ventures Group LLC, a limited liability company organized and existing under the laws of the State of Nevada in which the Company holds a 49% membership interest, has entered into two commercial real estate purchase agreements with Trinity Global Investments LLC dated July 15, 2019, pursuant to which Trinity Global has agreed to purchase certain real property located in Tonopah, Nevada owned by Elite. The Nevada Property will be sold together with all buildings, improvements, and fixtures constructed or located on the property, in addition to 50 acre-feet of ground water rights, the assignment of a certain Nevada energy agreement along with any costs associated therewith, and the right to use the Licenses on the Nevada Property for a gross aggregate purchase price of USD$6,200,000. In connection with the sale of the Nevada Assets, The Hempire Company L.L.C. (“Hempire”), a limited liability company organized and existing under the laws of the State of Nevada, has agreed to sell four active, authenticated, usable, uninhibited and transferable Nevada Marijuana Certificates owned by Hempire to Trinity Global pursuant to the terms of an asset purchase agreement dated July 15, 2019 in consideration for USD$17,800,000. Pursuant to the terms of a Nevada cannabis license option agreement dated April 17, 2019 between Hempire and Elite, Hempire granted Elite with an option to acquire 100% of the Licenses, at any time prior to April 17, 2050, for USD$10,000. In consideration for the purchase of the Nevada Assets, Trinity Global has agreed to pay an aggregate cash sum of USD$24,000,000 (which amount represents the aggregated sum of the Property Purchase Price and the License Purchase Price) as follows: - an aggregate of USD$50,000 payable on or before July 26, 2019, which Property Deposit shall entitle Trinity Global to a due diligence period ending August 6th; - USD$950,000 payable on or before July 26, 2019, which License Deposit shall become non-refundable and applied to the License Purchase Price at the expiration of the Due Diligence Period; and - USD$23,000,000 payable upon the closing of the Property Purchase Agreement and the Asset Purchase Agreement, which Closing is expected to occur on or before August 9th, 2019, provided there are no unforeseen delays. In connection with the sale of the Nevada Assets, Elite and Hempire have entered into a separate disbursement agreement dated July 15, 2019, pursuant to which CROP will benefit from a combined USD$16,163,464.60 (CAD$21,251,723) directly from the sale of the Nevada Assets and indirectly through the repayment of certain debts accrued in connection therewith. Accordingly, USD$8,301,352.27 (CAD10,914,617) will be sent directly to CROP’s account as reimbursement for certain upgrades to the Nevada Property paid for by CROP, for interest payments made to date by CROP to service the initial loan used to purchase the Nevada Property and for its 49% share of the net profits. Furthermore, USD$7,862,112.34 (CAD$10,337,105) will be directly paid to certain creditors to the Nevada Property including an aggregate of CAD$5,250,000 to the certain holders of convertible debentures of the Company as well as USD$3,399,344.49 to the holder of a 20 year note issued in connection with the Nevada Property and with. The balance of the proceeds from the sale of the Nevada Assets will be paid to remaining members of Elite in amounts proportional to each member’s equity stake. All exchange rates based on the Bank of Canada exchange rate dated July 31, 2019. Closing is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by Trinity Global, receipt of the requisite state and local governing authority approvals, and other customary closing conditions normal for a transaction of this nature. Michael Yorke, CEO stated “The sale of the Esmerelda THC property will be bittersweet for the Company. We used a combination of long-term mortgages and convertible debt to finance the project making this an attractive return on investment for CROP and its stakeholders. The sale of the Nevada project will clean up our balance sheet as well as provide capital to vertically integrate, hire additional personnel, and focus on the four states the Company remains present.” About CROP CROP is a publicly listed company trading on the CSE under the symbol CROP. The Company is focused on owning a portfolio of cannabis branding, CBD and real estate assets through its wholly and partially-owned subsidiaries. CROP’s portfolio of projects includes cultivation properties in California, two in Washington State, a 1,000-acre Nevada cannabis farm, 2,115 acres of Hemp CBD farms, and a growing portfolio of share equity in various companies within the cannabis space. CROP has developed a portfolio of assets including Canna Drink, a cannabis infused functional beverage line and 16 cannabis brands. Contact Michael Yorke – CEO & Director info@cropcorp.com www.cropcorp.com (604) 484-4206 Disclaimer for Forward-Looking Statements This news release contains forward-looking statements that involve various risks and uncertainties regarding future events. Such forward-looking statements are based on current expectations of management, involve a number of risks and uncertainties, and are not guarantees of future performance of the Company. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements regarding: (i) the Property Purchase Agreement and the respective closing thereof; (ii) the License Purchase Agreement and the respective closing thereof; and (iii) the expected use of proceeds from the sale of the Nevada Assets by the Company. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the unsatisfactory due diligence review of the Assets by Trinity Global, the regulatory and legal framework of the United States cannabis industry, general market conditions and other factors beyond the control of the Company. Such forward-looking statements should therefore be construed in light of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Legal Disclaimer/Disclosure: While all information is believed to be reliable, it is not guaranteed by us to be accurate. Individuals should assume that all information contained in our article is not trustworthy unless verified by their own independent research. Also, because events and circumstances frequently do not occur as expected, there will likely be differences between any predictions and actual results. Always consult a licensed investment professional before making any investment decision. Be extremely careful, investing in securities carries a high degree of risk; you may likely lose some or all of the investment. Furthermore, it is certainly possible for errors or omissions to take place regarding the profiled company, in communications, writing and/or editing. Nothing in this publication should be considered as personalized financial advice. We are not licensed under any securities laws to address your particular financial situation. No communication by our employees to you should be deemed as personalized financial advice. Please consult a licensed financial advisor before making any investment decision. This is a paid advertisement and is neither an offer nor recommendation to buy or sell any security. We hold no investment licenses and are thus neither licensed nor qualified to provide investment advice. The content in this article is not provided to any individual with a view toward their individual circumstances. Baystreet.ca has been paid a fee for CROP Infrastructure Corp. advertising from the company. There may be 3rd parties who may have shares of CROP Infrastructure Corp. and may liquidate their shares which could have a negative effect on the price of the stock. This compensation constitutes a conflict of interest as to our ability to remain objective in our communication regarding the profiled company. Because of this conflict, individuals are strongly encouraged to not use this article as the basis for any investment decision. The owner/operator of Baystreet.ca has purchased shares of CROP Infrastructure Corp. through a private placement and does not intend on selling any shares within 72 hours of this updated publication date after such point we reserve the right to buy and sell shares in the open market, no further notice will be given. By reading this communication, you agree to the terms of this disclaimer, including, but not limited to: releasing Baystreet.ca, its affiliates, assigns and successors from any and all liability, damages, and injury from the information contained in this communication. You further warrant that you are solely responsible for any financial outcome that may come from your investment decisions.