Walter backed SPUD to trade on TSX under Freshlocal Solutions

CPE News (4/12/2021) – Rainy Hollow Ventures Inc. (TSX-V: RHV.P) has obtained conditional approval from the TSX Venture Exchange (TSX-V) in respect to its qualifying transaction (QT) with Sustainable Produce Urban Delivery Inc. (SPUD) or SPUD’s going public transaction by way of reverse take-over (RTO).

Concurrently with the transaction, Rainy Hollow intends to change its name to “Freshlocal Solutions Inc.” and upon completion of the transaction, the resulting issuer will carry on the current business of SPUD.

The transaction is expected to close on or about April 16, 2021. Toronto Stock Exchange (TSX) has conditionally approved the listing of the resulting issuer’s common shares under the symbol “LOCL.”

upon completion of the transaction, the resulting issuer will have 43,782,870 common shares issued and outstanding on dilutive basis including QT financings or 52,008,768 shares on fully-diluted basis. 35,584,731 of which will be the shares issued to existing holders of SPUD.

SPUD raised $39.6 million as part of the transaction consisting of the issuance of convertible debentures and subscription receipts priced at $7.50 per subscription receipt.

At the price of subscription receipt, SPUD would be valued at approximately $267 million.

Upon closing of the transaction, Walter Capital Partners Inc. would be the only shareholder controlling over 10% of the resulting issuer’s outstanding shares, with 6,669,636 common shares representing 15.2% stake on a non-diluted basis (12.8% on a fully-diluted basis)

photo credit: SPUD

News Release

Rainy Hollow Ventures Inc. and Sustainable Produce Urban Delivery Inc. Announce Filing of Filing Statement

VANCOUVER, British Columbia, April 12, 2021 – Rainy Hollow Ventures Inc. (TSXV: RHV.P) (“Rainy Hollow”) and Sustainable Produce Urban Delivery Inc. (“SPUD”) are pleased to announce that Rainy Hollow has received conditional approval from the TSX Venture Exchange (the “TSXV”) in respect of its qualifying transaction (the “Transaction”) with SPUD pursuant to Policy 2.4 – Capital Pool Companies of the TSXV. In connection with the Transaction and pursuant to TSXV requirements, Rainy Hollow has filed a filing statement dated April 9, 2021 (the “Filing Statement”) on SEDAR (www.sedar.com).

The Transaction consists of a reverse take-over of Rainy Hollow by SPUD by way of a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) in accordance with the terms set out in the previously announced arrangement agreement dated December 21, 2020, as amended on March 9, 2021, between Rainy Hollow and SPUD.

Concurrently with the Transaction, Rainy Hollow intends to change its name to “Freshlocal Solutions Inc.” and upon completion of the Transaction, the combined entity (the “Resulting Issuer”) will carry on the current business of SPUD. The Transaction is expected to close on or about April 16, 2021.

SPUD has also received conditional approval to list the common shares of the Resulting Issuer on Toronto Stock Exchange (the “TSX”) following the completion of the Transaction. Final approval of the listing is subject to the Resulting Issuer meeting certain conditions required by the TSX on or before June 29, 2021, these conditions include the completion of the Transaction and other standard listing conditions. Upon receipt of the TSX’s final approval, Rainy Hollow’s common shares, trading of which is presently halted, will be delisted from the TSXV and the common shares of the Resulting Issuer will begin trading on the TSX under the symbol “LOCL”.

“Our team at SPUD is excited to have reached this important milestone for our business,” commented SPUD CEO Peter van Stolk. “We look forward to completing the final steps required to list the common shares of Freshlocal Solutions on the TSX, to building on our success in securing new long-term partners for our FoodX Technologies SaaS-based eGrocery management solution on a global basis, and the continued expansion of our SPUD.ca consumer eGrocery business” further commented Mr. van Stolk.

SPUD disseminated a separate press release today, outlining key updates on its business, all of which are fully described in the Filing Statement, a copy of which is available on Rainy Hollow’s profile on SEDAR at www.sedar.com.

About Rainy Hollow

Rainy Hollow was incorporated under the BCBCA and is a Capital Pool Company governed by the policies of the TSXV. Rainy Hollow’s principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Investors are cautioned that trading in the securities of a Capital Pool Company should be considered highly speculative. Trading in the Rainy Hollow Shares is currently halted and will remain halted until completion of the Transaction. Rainy Hollow does not intend to apply to the TSXV for reinstatement of trading of the Rainy Hollow Shares at this time.

About SPUD
SPUD is a Vancouver-based company that is building a leadership position in the provision of end-to-end grocery e-commerce solutions. SPUD operates two primary businesses, FoodX and eGrocery, both of which support its corporate mission to leverage innovation and technology to create a sustainable and profitable food system for all. FoodX Technologies (“FoodX”) is SPUD’s scalable end-to-end SaaS-based eGrocery Management Solution (eGMS) which is designed to meet the needs of large and small grocery retailers while providing profitable unit economics. The FoodX eGMS is the culmination of 20 years of experience in online grocery and the company’s proven track record of delivering efficiently, sustainably and profitably. SPUD’s consumer eGrocery business has expanded into one of Canada’s largest online grocery companies, with a focus on delivering fresh, local, organic produce and groceries, along with exceptional customer experiences. SPUD serves the main urban markets in British Columbia and Alberta through its brick and mortar store locations operating under the Be Fresh and Blush Lane banners, as well as through SPUD.ca which is SPUD’s award-winning online eGrocery platform. For more information, please visit http://spud.ca.

Further Information
Rainy Hollow Ventures Inc.
Michael Atkinson – Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and Director
Phone: (604) 689-1428

Sustainable Produce Urban Delivery Inc.
Media Contact:
media@spud.ca

Investor Relations:
Ian S. Tharp, CFA
(416) 567-2563
ir@spud.ca

Neither the TSXV nor the TSX has in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.