Cannabis U.S. Companies

[JohnCM]

Crop Infrastructure Closes Fundamental Change Transaction And Receives Conditional Approval For Listing

Vancouver, B.C., March 5, 2018 – Crop Infrastructure Corp., formerly Fortify Resources Inc. (CSE:FTY) (OTC:CRXPF) (the “Company”) announces the completion of its previously announced transaction (the “Transaction”) with DV Infrastructure Corp. (“DVI”), acquiring all of the issued and outstanding securities of DVI, constituting a “fundamental change” of the Company within the meaning of the policies of the Canadian Securities Exchange (the “Exchange”).

It is expected that the Company’s common shares (the “Common Shares”) will resume trading on the Exchange under the symbol “CROP” once the Exchange provides final approval following the “fundamental change”, and all final conditions of the Exchange are satisfied such that the Exchange publishes a final bulletin to announce the resumption of trading of the Common Shares.

Transaction

On March 2, 2018 (the “Closing Date”), the Company completed the Transaction pursuant to an amalgamation agreement dated November 3, 2017 (the “Amalgamation Agreement”) among the Company, DVI and 1137129 B.C. Ltd. (“Acquireco”), a wholly-owned subsidiary of the Company, whereby the Company acquired all of the issued and outstanding common shares in the capital of DVI by way of a three-cornered amalgamation, pursuant to which Acquireco amalgamated with DVI and each DVI shareholder received one Common Share for each common share of DVI held for a total issuance of 64,565,200 Common Shares.

In addition, all of the outstanding common share purchase warrants of DVI were exchanged for Common Share purchase warrants on a one-for-one basis and on the same economic terms and conditions as previously issued, for a total issuance of 26,076,100 Common Share purchase warrants. Following the completion of the Transaction DVI is now a wholly-owned subsidiary of the Company. The Company will conduct the principal business of DVI, as described in brief below and in greater detail in the Listing Statement (hereinafter defined).

Effective upon the closing of the Transaction, as a result of the reverse takeover of the Company by the shareholders of DVI and to align the financial years of the Company to that of DVI, the financial year end of the Company has been changed from February 28 of each year to December 31 of each year.

A listing statement describing the Company and DVI, as well as the terms of the Transaction, prepared in accordance with the policies of the Exchange, will be available on SEDAR at www.sedar.com (the “Listing Statement”) once the Company receives final approval of the Transaction from the Exchange. The summary information set out herein is qualified in its entirety by reference to the relevant descriptions in the Listing Statement.

Name Change

In connection with the Transaction, the Company changed its name from “Fortify Resources Inc.” to “Crop Infrastructure Corp.”.

Private Placement

In connection with Transaction, pursuant to the Amalgamation Agreement, DVI completed a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of $4,956,520, consisting of 49,565,200 units at a price of $0.10 per unit (“Placement Units”), each such Placement Unit consisting of one common share of DVI and one-half of one transferable common share purchase warrant of DVI, with each whole such common share purchase warrant entitling the holder to purchase, for a period of 24 months from the date of issue, one additional common share of DVI at an exercise price of $0.20 per share. The common share purchase warrants are subject to an acceleration clause whereby if the common shares of DVI trade equal to or greater than $0.40 for a period of five consecutive trading days, then DVI may, at its discretion, give notice to the holders of the warrants that the expiry time of the warrants has been accelerated and the warrants will expire on a date that is not less than thirty days after notice is given.

For finder’s services in connection with the Private Placement, DVI granted 1,293,500 common share purchase warrants of DVI on the same terms as those issued as part of the Placement Units. Proceeds from the Private Placement will be used as set out in the Listing Statement.

Outstanding Share Capital and Escrow

The Company currently has a total of 67,592,388 Common Shares and 27,810,342 Common Share purchase warrants outstanding. No incentive stock options to purchase Common Shares are outstanding. As of the Closing Date, 13,967,000 Common Shares are subject to escrow, to be released as to 10% on closing of the Transaction and an additional 15% every six months thereafter over 36 months. 45,022,000 of the Common Shares issued in exchange for common shares of DVI previously issued under the Private Placement are subject to a voluntary hold period of four months from the date on which the Common Shares resume trading following final approval of the Transaction.

New Board and Management

Effective on the closing of the Transaction, Robert Horsley resigned as director of the Company and was replaced by Michael Yorke, with Christine Mah and Nigel Alexander Horsley remaining as directors of the Company. Michael Yorke was also appointed as Chief Executive Officer, replacing Robert Horsley who resigned that role, and Abbey Abdiye remains as the Company’s Chief Financial Officer.

About the Company’s Business

Crop Infrastructure is engaged in the business of investing, constructing, owning and leasing mega greenhouse projects to provide turn-key real estate solutions for lease to licensed cannabis producers and processors who have best in class operations and brands. The Company’s first project and its core asset is its greenhouse project currently being constructed in Moses Lake, Washington.