JohnCM
5年前
A stock split and dilution. Hmmm, I have seen this before. Rinse and repeat.
Vert to Look at Mushroom Opportunities and Announces $0.10 Non-Brokered Unit Private Placement
VANCOUVER, British Columbia – TheNewswire - January 29th, 2020 VERT Infrastructure Corp. (CSE:VVV) (CNSX:VVV.CN) (“VERT” or the “Company”) announces a proposed non-brokered private placement offering (the “Offering”) to raise CDN$1,000,000 by the issuance of 10,000,000 units (each, a “Unit”) at a price of $0.10 per Unit on the terms as further set out below.
bUrRpPPP!
5年前
Crop Infrastructure to be bought by MYM Nutraceuticals
2019-11-07 08:24 ET - News Release
Also News Release (C-MYM) MYM Nutraceuticals Inc
Mr. Michael Yorke of Crop reports
CROP SIGNS NON-BINDING LOI TO BE ACQUIRED BY MYM NUTRACEUTICALS
Crop Infrastructure Corp. has signed a non-binding letter of intent with MYM Nutraceuticals Inc., whereby MYM will acquire all of the issued and outstanding common shares of the company by way of a plan of arrangement under the Business Corporations Act (British Columbia) (BCBCA), resulting in Crop becoming a wholly owned subsidiary of MYM.
The LOI provides that CROP and MYM shall negotiate and enter into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") on or before November 15, 2019. The LOI also contemplates a closing date on or before January 7, 2020.
CROP currently has issued and outstanding 170,698,865 Shares (on an un-diluted basis) and, as of August 31, 2019, MYM had 148,363,629 common shares (each, a "MYM Share") issued and outstanding (on an un-diluted basis). Under the terms of the LOI, all of these issued and outstanding Shares are to be exchanged for MYM Shares on the basis of approximately 0.0952 of an MYM Share for each Share (the "Exchange Ratio"). The Exchange Ratio implies consideration for each Share at approximately $0.0229 per Share or $0.24 per MYM Share, based on the closing price of the MYM Shares on the Canadian Securities Exchange ("CSE") on November 5, 2019. Although the LOI does not restrict the ability of either company to issue additional shares to third parties outside of the Proposed Transaction, if we assume that no additional shares of either company are to be issued prior to the closing date, there would be 164,620,664 MYM Shares issued and outstanding at the closing of the Proposed Transaction, after adjusting for the MYM Shares issued in the Proposed Transaction. In addition: (i) all outstanding warrants to acquire Shares shall remain outstanding in accordance with their terms; (ii) all outstanding options (whether or not vested) to acquire Shares shall, subject to regulatory approval, be exchanged for options of MYM, exercisable to acquire MYM Shares, subject to adjustment of the number of MYM Shares purchasable thereunder and the exercise price per MYM Share payable thereunder based upon the Exchange Ratio; and (iii) all debentures previously issued by CROP (collectively, the "CROP Debentures") shall be amended such that they will become obligations of MYM and convertible into MYM Shares at a conversion price to be determined by MYM and the holders of the CROP Debentures on or before November 15, 2019.
Michael Yorke, CEO of CROP said: "As a result of a significant crop loss in September, the Company is not in a position to service its outstanding liabilities and the debt financings associated to maintaining the Company's assets. MYM's talented and well capitalized team has proven to be extremely knowledgeable and reliable in helping CROP realign our strategy. CROP was structured to play a passive role in its joint ventures and MYM has an operating team in place to oversee the assets assembled by CROP and the capital to service its debt and get things back on track. We believe that this transaction is in the best interest of our shareholders."
"The capital markets in the cannabis industry have become complex and demanding," said Howard Steinberg, CEO of MYM. "We are looking to acquire companies with valuable core assets that are poised to benefit from the restructuring expertise our team can bring, in terms of both capital and management support. We look forward to working closely with the Crop team as we develop a financial and operational plan to enable its assets to flourish in the future."
"As CROP's debt obligations to Plaza and associated debenture holders is currently in arrears and the Company is in default, we enthusiastically support the MYM transaction to acquire CROP," said Jesse Kaplan, Principal of Plaza Capital Advisors. "We have confidence in their deeply talented team and ability to restructure CROP's distressed assets to make them profitable. We look forward to working with them on this and potentially future restructuring projects."
In addition, the LOI provides for a binding exclusivity period starting on the date the execution of the LOI until the earlier of: (i) the entry into of the Definitive Agreement; and (ii) the termination of the LOI pursuant to its terms (the "Exclusivity Period"). In the event that CROP breaches the exclusivity provisions of the LOI or accepts an alternative offer during the Exclusivity Period, a break fee of $450,000 shall be payable by CROP to MYM.
The Proposed Transaction is subject to a range of conditions, including, but not limited to: (i) the entry of the Definitive Agreement, in form and substance satisfactory to each of CROP and MYM, which shall include customary terms and conditions (including representations and warranties, covenants, conditions and completion mechanics) for a transaction of its nature; (ii) the directors and officers of CROP, the holders of the CROP Debentures, and certain shareholders owning or exercising control or direction over 5% of more of the outstanding Shares entering into support agreements concurrent with the Definitive Agreement; and (iii) the receipt of shareholder approval for the Proposed Transaction by the shareholders of CROP in the manner required by the BCBCA, the CSE and applicable securities laws.
Captainandy
5年前
#CRXPF:.CROP.Seeking.Changes.to.Under-Performing.U.S.LLCs...! 0.018
https://www.otcmarkets.com/stock/CRXPF/news/story?e&id=1451200
CROP Seeking Changes to Under-Performing U.S. LLCs
VANCOUVER, British Columbia, Oct. 11, 2019 (GLOBE NEWSWIRE) -- CROP INFRASTRUCTURE CORP. (CSE:CROP) (OTC:CRXPF) (Frankfurt:2FR) (“CROP” or the “Company”) today announced major management actions to remedy recent operational failures from its investments and implement improved reporting protocols throughout its structure, including its investments.
CROP is focused on the acquisition and ownership of a passive interest in specialized cannabis-related properties owned by various U.S. limited liability companies (each a “US LLC”). The Company deploys investment capital in an effort to maximize growth of income-producing U.S. state licensed cannabis producers and processors. To date, CROP’s investments have resulted in a substantial equity position in six US LLCs operating in California, Nevada, Oklahoma and Washington.
CROP management is taking remedial action with several US LLC partners after ‘very disappointing’ performances. Accordingly, management intends to work with its other cooperative stakeholders and partners to take immediate action to overhaul management of its non-productive investments. Additionally, management will renegotiate operating agreements to adopt additional reporting, internal controls and audit rights of the partners.
Michael Yorke, CEO stated, “We believe CROP and our shareholders deserve better representation after these very disappointing performances to protect and enhance our US business interests and we are committed to making appropriate changes to facilitate the growth of these investments.”
The company has decided to sell its deposit on its extraction equipment that was ordered for its hemp operations. The company is in discussions with multiple toll processors and has spoken with the CBD isolate offtake buyer to work on fulfilling its first month commitments dependant on harvest outputs from the remaining pivots.
CROP also announced today that it has received a notice dated October 7, 2019 from the collateral agent for the holders of certain secured convertible debentures issued by the Company on February 8, 2019 and on June 11, 2019. The notice stated that the Company had not paid interest on the principal amount of the debentures due and payable to the debenture holders on September 30, 2019.
If unremedied by October 22, 2019, the collateral agent has stated that the failure by the Company to pay the outstanding interest will constitute an event of default pursuant to the terms of the debentures. The Company is making efforts to raise the capital required to pay the outstanding interest and the collateral agent is supportive of the Company’s efforts to replace the management teams of its under-performing US LLCs. For more information regarding the debentures, see the Company’s news releases dated February 26, 2019 and June 14, 2019.
In addition, the Company also announces that Elite Ventures Group, LLC (“Elite”), a Nevada limited liability company in which it owns a 49% membership interest, with option to increase its ownership to 84%, has received a service of process notification dated October 9, 2019, from mortgagor that it is currently in default of its mortgage on its Nevada THC property. The Company is making efforts to raise the capital required to pay the outstanding mortgage payments.
The Company currently has promissory notes against the assets of each of the US LLCs and has demanded their repayment and is calling all of the notes on its assets to secure the Company’s US LLC investments.
About CROP
CROP is publicly listed on the CSE and trades under the symbol “CROP”, in the US on the OTC under the symbol “CRXPF”, and on the Frankfurt exchange under the symbol “2FR”. 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.
Company Contact
Michael Yorke – CEO and Director
E-mail: info@cropcorp.com
Website: www.cropcorp.com
Phone: (604) 484-4206
Disclaimer for Forward-Looking Information
Certain statements in this press release are 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. In addition, marijuana remains a Schedule I drug under the United States Controlled Substances Act of 1970. Although Congress has prohibited the US Justice Department from spending federal funds to interfere with the implementation of state medical marijuana laws, this prohibition must be renewed each year to remain in effect. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “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 removal of each US LLC’s existing management team; (ii) the renegotiation of each US LLC’s operating agreement; and (iii) the raising of capital to pay the outstanding interest due on the debentures and to rectify Elite’s default on its Nevada THC property mortgage. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding the regulatory and legal framework regarding the cannabis industry in general among all levels of government and zoning; risks associated with applicable securities laws and stock exchange rules relating to the cannabis industry; risks associated with maintaining its interests in its various assets; the ability of the Company to finance operations and execute its business plan 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 statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
Source: CROP Infrastructure Corp.
© 2019 GlobeNewswire, Inc.
bUrRpPPP!
5年前
NASTY! VANCOUVER, British Columbia, Oct. 11, 2019 (GLOBE NEWSWIRE) -- CROP INFRASTRUCTURE CORP. (CSE:CROP) (CRXPF) (2FR.F) (“CROP” or the “Company”) today announced major management actions to remedy recent operational failures from its investments and implement improved reporting protocols throughout its structure, including its investments.
CROP is focused on the acquisition and ownership of a passive interest in specialized cannabis-related properties owned by various U.S. limited liability companies (each a “US LLC”). The Company deploys investment capital in an effort to maximize growth of income-producing U.S. state licensed cannabis producers and processors. To date, CROP’s investments have resulted in a substantial equity position in six US LLCs operating in California, Nevada, Oklahoma and Washington.
CROP management is taking remedial action with several US LLC partners after ‘very disappointing’ performances. Accordingly, management intends to work with its other cooperative stakeholders and partners to take immediate action to overhaul management of its non-productive investments. Additionally, management will renegotiate operating agreements to adopt additional reporting, internal controls and audit rights of the partners.
Michael Yorke, CEO stated, “We believe CROP and our shareholders deserve better representation after these very disappointing performances to protect and enhance our US business interests and we are committed to making appropriate changes to facilitate the growth of these investments.”
The company has decided to sell its deposit on its extraction equipment that was ordered for its hemp operations. The company is in discussions with multiple toll processors and has spoken with the CBD isolate offtake buyer to work on fulfilling its first month commitments dependant on harvest outputs from the remaining pivots.
CROP also announced today that it has received a notice dated October 7, 2019 from the collateral agent for the holders of certain secured convertible debentures issued by the Company on February 8, 2019 and on June 11, 2019. The notice stated that the Company had not paid interest on the principal amount of the debentures due and payable to the debenture holders on September 30, 2019.
If unremedied by October 22, 2019, the collateral agent has stated that the failure by the Company to pay the outstanding interest will constitute an event of default pursuant to the terms of the debentures. The Company is making efforts to raise the capital required to pay the outstanding interest and the collateral agent is supportive of the Company’s efforts to replace the management teams of its under-performing US LLCs. For more information regarding the debentures, see the Company’s news releases dated February 26, 2019 and June 14, 2019.
In addition, the Company also announces that Elite Ventures Group, LLC (“Elite”), a Nevada limited liability company in which it owns a 49% membership interest, with option to increase its ownership to 84%, has received a service of process notification dated October 9, 2019, from mortgagor that it is currently in default of its mortgage on its Nevada THC property. The Company is making efforts to raise the capital required to pay the outstanding mortgage payments.
The Company currently has promissory notes against the assets of each of the US LLCs and has demanded their repayment and is calling all of the notes on its assets to secure the Company’s US LLC investments.
bUrRpPPP!
5年前
ALERT Default news out! Here comes the convertible default freefall!
https://finance.yahoo.com/news/crop-seeking-changes-under-performing-144651035.html?.tsrc=rss
VANCOUVER, British Columbia, Oct. 11, 2019 (GLOBE NEWSWIRE) -- CROP INFRASTRUCTURE CORP. (CSE:CROP) (CRXPF) (2FR.F) (“CROP” or the “Company”) today announced major management actions to remedy recent operational failures from its investments and implement improved reporting protocols throughout its structure, including its investments.
CROP is focused on the acquisition and ownership of a passive interest in specialized cannabis-related properties owned by various U.S. limited liability companies (each a “US LLC”). The Company deploys investment capital in an effort to maximize growth of income-producing U.S. state licensed cannabis producers and processors. To date, CROP’s investments have resulted in a substantial equity position in six US LLCs operating in California, Nevada, Oklahoma and Washington.
CROP management is taking remedial action with several US LLC partners after ‘very disappointing’ performances. Accordingly, management intends to work with its other cooperative stakeholders and partners to take immediate action to overhaul management of its non-productive investments. Additionally, management will renegotiate operating agreements to adopt additional reporting, internal controls and audit rights of the partners.
Michael Yorke, CEO stated, “We believe CROP and our shareholders deserve better representation after these very disappointing performances to protect and enhance our US business interests and we are committed to making appropriate changes to facilitate the growth of these investments.”
The company has decided to sell its deposit on its extraction equipment that was ordered for its hemp operations. The company is in discussions with multiple toll processors and has spoken with the CBD isolate offtake buyer to work on fulfilling its first month commitments dependant on harvest outputs from the remaining pivots.
CROP also announced today that it has received a notice dated October 7, 2019 from the collateral agent for the holders of certain secured convertible debentures issued by the Company on February 8, 2019 and on June 11, 2019. The notice stated that the Company had not paid interest on the principal amount of the debentures due and payable to the debenture holders on September 30, 2019.
If unremedied by October 22, 2019, the collateral agent has stated that the failure by the Company to pay the outstanding interest will constitute an event of default pursuant to the terms of the debentures. The Company is making efforts to raise the capital required to pay the outstanding interest and the collateral agent is supportive of the Company’s efforts to replace the management teams of its under-performing US LLCs. For more information regarding the debentures, see the Company’s news releases dated February 26, 2019 and June 14, 2019.
In addition, the Company also announces that Elite Ventures Group, LLC (“Elite”), a Nevada limited liability company in which it owns a 49% membership interest, with option to increase its ownership to 84%, has received a service of process notification dated October 9, 2019, from mortgagor that it is currently in default of its mortgage on its Nevada THC property. The Company is making efforts to raise the capital required to pay the outstanding mortgage payments.
The Company currently has promissory notes against the assets of each of the US LLCs and has demanded their repayment and is calling all of the notes on its assets to secure the Company’s US LLC investments.
chemist72
5年前
CROP has been misleading investors for a long time.
The one time they did NOT mislead investors was in their recent 2019 Annual Report when they stated the following: The Company has incurred losses since its inception and has an accumulated deficit of $16,043,517 as at February 28, 2019. In addition, the Company has no sources of revenue and does not generate cash flows from operating activities. Maybe they have learned a lesson, maybe not. I don't know. Its possible CRXPF share price could stabilize in the current range and that CROP will somehow find a way to obtain new financing and will also be able to generate some revenues in the coming months.
I do not trust this management anymore and, therefore, do not believe they will be able to generate sufficient funds to pay for their operating expenses, at a minimum.
Therefore, I also believe that no matter how they restructure their business plan, they will have to resort to stock dilution to continue their business.
I have no plans to repurchase shares of CROP/CRXPF in the near future, but will be following their story as I still currently own a few shares. As of now, these shares are practically worthless and my plan is to sell them in 2020 for a tax write-off unless a dramatic turnaround in this company becomes evident to me.
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