CROP ANNOUNCES WARRANT EXERCISE INCENTIVE PROGRAM

NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION THROUGH UNITED STATES NEWS OR WIRE SERVICES

OCTOBER 17th  2018 – VANCOUVER, BRITISH COLUMBIA – CROP INFRASTRUCTRE CORP. (CSE: CROP) (OTC: CRXPF)(Frankfurt: 2FR) (“Crop” or the “Company”) announces today a warrant exercise incentive program (the “Program”) designed to encourage the early exercise of the Company’s 17,439,055 outstanding common share purchase warrants (“Warrants”) with exercise prices and expiry dates as follows:

Exercise Price

Expire Date

            0.55

2019-11-02
            0.75 2020-06-20
            0.50 2019-06-02
            0.50 2019-12-11

The Program will be open for a 17-day period (the “Early Exercise Period”) beginning on October 17, 2018 and ending on November 2, 2018.

Pursuant to the Program, the Company is offering an inducement to each eligible holder of the Warrants (collectively, the “Warrant Holders”) that exercises the Warrants during the Early Exercise Period that consists of:

  • a reduced exercise price of $0.40 per common share; and
  • an additional common share purchase warrant (each an “Incentive Warrant”) for each Warrant exercised, with each Incentive Warrant entitling the Warrant Holder to purchase one additional common share of the Company until 5:00 p.m. (Vancouver time) on such date as is two years from the date of issuance of the Incentive Warrant at a price of $0.50 per common share.

The Company expects to use any proceeds received as a result of the Program for increasing the yield and efficiencies of each of its properties, development of retail outlets, project financing and general corporate purposes.

If Warrants are not exercised prior to the end of the Early Exercise Period or if a warrant holder does not qualify to receive Incentive Warrants, the Warrants will remain outstanding and continue to be exercisable on the same terms applicable to such Warrants as they existed prior to the Program.

The terms and conditions of the Program and the method of exercising Warrants pursuant to the Program will be set forth in a letter to be delivered to each warrant holder that the Company contacts. Warrant holders who wish to participate in the Program will agree to exercise their Warrants and deliver the other necessary documents in consideration of the issuance by the Company of the Incentive Warrants.

Only holders of Warrants who are “accredited investors” under applicable Canadian securities laws or who provide satisfactory evidence that they meet the requirements of an alternative exemption from the prospectus requirements of applicable Canadian securities laws may participate in the Program. U.S. holders of the Warrants are not eligible to participate in the Program.

The Incentive Warrants will be subject to a four-month hold period from the date of the Incentive Warrant issuance pursuant to applicable Canadian securities laws. No fractional Incentive Warrants will be issued and the number of Incentive Warrants to be issued shall be rounded down to the nearest whole number.

The common shares of the Company and Incentive Warrants to be issued pursuant to the Program 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, or for the account or benefit of, U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and any applicable state securities laws or an exemption therefrom is available.

The Company further announces that it has settled $570,000 in debt to multiple debtors for 1,200,000 common shares of the Company at a deemed price of $0.475 per common share. These common shares are subject to a 4 month hold period.

All numbers in Canadian dollars unless otherwise noted

About CROP
Crop Infrastructure Corp. is publicly listed on the Canadian Securities Exchange and trades under the symbol “CROP” and in the US under the symbol “CRXPF”. CROP is primarily engaged in the business of investing, constructing, owning and leasing 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 portfolio of projects includes cultivation properties in California, two in Washington State, a 1,000-acre Nevada Cannabis farm, a 1,865 acre CBD farm, extraction in Nevada with international focuses in Jamaica and Italy and a joint venture on West Hollywood and San Bernardino dispensary applications.

CROP has developed a portfolio of assets including Canna Drink, a cannabis infused functional beverage, US and Italian distribution rights to over 55 cannabis topical products and a portfolio of 16 Cannabis brands.

Company Contact
Christine Mah – Director
E-mail: Christine@cropcorp.com
Website: www.cropcorp.com
Phone: (1) 604-484-4206

Disclaimer for Forward-Looking Information
Certain statements in this press release related to the Program 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”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this press release include, without limitation, statements relating to the expected use of proceeds received as a result of the Program. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the number of Warrant Holders that may participate in the Program, the use of proceeds and final regulatory approval. 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 statements, whether as a result of new information, future events or otherwise

The CSE has not reviewed, approved or disapproved the content of this press release.

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