CROP Infrastructure Corp.: Notice to Warrant Holders of Acceleration of Expiry Date and Warrant Incentive Program

VANCOUVER, British Columbia, June 05, 2018 (GLOBE NEWSWIRE) --

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

CROP Infrastructure Corp. (CSE:CROP) ("Crop" or the "Company") announces that it is accelerating the expiry date of the share purchase warrants (the "Warrants") that were issued in connection with the March 2018 "fundamental change" transaction between Fortify Resources Corp. and DV Infrastructure Corp. ("DVI"). The Warrants were initially issued by DVI in connection with a private placement of units, with those shares and warrants becoming free trading on July 6, and with each whole share purchase warrant being exercisable into one additional common share at a price of $0.20 per share.

The Warrants were subject to the right of the Company to accelerate the expiry date of the Warrants if the Company's common shares close at or above $0.40 per share for a period of five (5) consecutive trading days.  The Company is entitled to accelerate the expiry of the Warrants to that date that is not less than 20 days from the date of issuance of a news release announcing the exercise of the acceleration right.  The news release is issued today, June 5, 2018.

The expiry date of the Warrants has now been accelerated to June 26, 2018. This news release constitutes notice to Warrant holders of the new expiry date. 

In order to exercise your Warrants, you are required to complete and submit the Warrant Exercise Form attached to your respective warrant certificate on or before 5:00 pm (PST) on June 26, 2018.  For detailed exercise requirements, please refer to your Warrant Certificate.

After 5:00 p.m. (PST) on June 26, 2018, no Warrants may be exercised and all unexercised Warrants will be void and of no effect.

Incentive Program

The Company announces a warrant exercise incentive program (the "Program") in connection with the acceleration of the Warrants to encourage the exercise of the Warrants.

Pursuant to the Program, the Company is offering an inducement to each warrant holder that exercises their Warrants on or before June 26, 2018 (the "Acceleration Exercise Period"), consisting of an additional one-half of one transferable share purchase warrant, with each whole warrant (the "Incentive Warrant") entitling the holder to purchase one additional common share for a period of two (2) years from the date of issuance of such Incentive Warrant at a price of $0.75 per common share. The Incentive Warrants, and any shares issued upon exercise thereof, will be subject to a four-month hold period. 

About CROP Infrastructure Corp.

CROP Infrastructure is engaged in the business of investing, constructing, owning, optimizing and branding light supplemented greenhouse projects for lease to cannabis producers and processors offering best-in-class operations. The Company's main focus is currently California and Washington.

For further information, please contact:
Michael Yorke
CEO & Director
[email protected]
604-484-4206

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.

The securities of the Company are considered highly speculative due to the nature of the Company's business. The Company is indirectly involved through its business in both the medical and recreational cannabis industry in the United State where local state law permits such activities. As a result of the conflicting views between state legislatures and the federal government regarding cannabis, investments in cannabis businesses in the United States are subject to inconsistent legislation and regulation and therefore there are risks of federal government enforcement. Marijuana-related practices or activities, including the cultivation, possession or distribution of marijuana, are illegal under U.S. federal law.

Forward-Looking Information

Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.

Statements about the Company's business, plans and other statements, are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that the U.S. federal government will not prosecute people and companies who are involved directly or indirectly in the legal state cannabis industry, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company's business will be available on reasonable terms and in a timely manner. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.

Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approvals, increase in construction and operating costs, government regulations, changes in laws and the enforcement of such laws, in particular the laws of the Unites States, lack of tenants at the Company's joint-venture facilities, loss of key employees and consultants, the continued availability of capital and financing, general economic conditions, competition, litigation, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. These assumptions, risks and uncertainties include, among other things, including, but not limited to: regulatory and political risks, in particular those of the United States; change in laws, regulations and guidelines; limited operating history; competition; risks inherit ant in an agricultural business; vulnerability to rising energy costs; environmental and employee health and safety regulations; lack of demand of the Company's services; dependence on suppliers and skilled labour; reliance on key inputs; operating risk and lack of initial insurance coverage; unfavourable publicity or consumer perception; operation permits and authorizations; risks associated with acquisitions; risks associated with loaned money; financial projections may prove materially inaccurate or incorrect; management of growth; difficulty implementing business strategy; costs of maintaining a public listing; conflicts of interest; litigation; share price fluctuations; limited market for securities; lack of dividends; environmental laws and regulations; economic environment; global economy risk; going-concern risk; and financial risk exposures.

The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements. Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

The forward-looking statements contained in this news release are made as of the date of this news release.  Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.