GRN Holding Corporation Signs Several Strategic Non-Binding Letters of Intent

SEATTLE, WA / ACCESSWIRE / November 12, 2019 / GRN Holding Corporation, (OTC PINK:GRNF, the “Company”), announced it has signed non-binding letters of intent with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC and Sunshine Hemp, Inc.

Once due diligence is completed and material definitive agreements are executed, these intended acquisitions will reflect a material change to the Company’s business plans and will result in the acquisition of a significant amount of assets. The Company expects, once these transactions are completed, that it will acquire assets and operations that will cause it to cease being a shell company.

The strategic transactions are focused around acquiring assets in two areas, the first in the financial services business, and the second in legalized cannabis and hemp industries.

Pacific Banking Corp. (www.pacificbankingcorp.com), located in Bellevue, Washington, offers specialized banking services, with daily monitored security, virtual banking, and a personalized banking experience. PBC assists with ACH, wire transfers, cash depository & logistics, eCheck and online account management. Its services meet the highest standards of compliance according to BSA and FinCEN requirements. The PBC Compliance Program performs a full audit and compliance assessment of legacy cash and monitors and evaluates daily transactions. PBC has accounts in the USA and Canada, and it anticipates growth throughout North America, South America, and Europe. Once completed, the Company will acquire all infrastructure, source code, software, web interface, inventory, intellectual property, assets, and deposits under management.

Pacific Merchant Processing, Inc. (www.pmpcredit.com), located in Bellevue, Washington, specializes in creating merchant partners in the cannabis, hemp and ancillary markets. PMP has added levels of security and accountability allowing it to work with financial networks to provide card processing services to state licensed producers, processors and retail locations. PMP offers a variety of solutions that fit all scales or verticals of business.

Developing long-term relationships with its merchant, processing, and banking partners enables the company to provide almost real-time information and insulate its merchants from any changes in the landscape of payment processing that could affect their business. PMP has accounts in seven states and is expanding to the Midwest and Northeast United States. The intended acquisition will include all assets, licenses, source code, intellectual property, processing assets, commission, and 100% of equity in the business.

Microcap Advisors, LLC. (www.microcap-advisors.com), located in Los Angeles, California, is a professional services firm that assists companies in mezzanine finance, IPO services, reverse mergers, and capital structure. The firm has over 25 years of investment banking experience and is the go-to solution for both public and private dealmaking and structure. It anticipates opening new offices in Frankfurt, Germany and Vienna, Austria in 2020 to capture the explosive cannabis and hemp public plays expected in Europe. The intended acquisition includes all assets, inventory, licenses, intellectual property, and 100% equity in the business. The company will be reclassified as a subsidiary corporation under GRN Holding Corporation.

Robert L. Hymers III, member of Microcap Advisors commented on the letter of intent: “I am very excited to be part of this epic rollup. This is expected to be the largest cannabis and hemp-related public deal ever. I am excited to expand the footprint Justin and I have built here globally where cannabis and hemp markets are in their infancy.”


SMLY, Inc. d/b/a 7 Point Financial and 9 Square Consulting. (www.7pointfinancial.com), is located in Orange County, California. 7 Point Financial provides financial products and services for cannabis/marijuana-related business (MRBs). The company also offers qualification software for KYC and AML purposes for qualified accounts, as well as business checking accounts, electronic payment processing, and payroll services. 9 Square Consulting is a processing and point-of-sale equipment and software company, specializing in point-of-sale systems for B2C and B2B companies utilizing Ariosto software, hardware, and online gateway technologies. The intended acquisition includes all assets including inventory, licenses, intellectual property and 100% equity in the business.

Rick Lindsay, President of 9 Square Consulting and 7 Point Financial commented on the letter of intent: “Our team is excited to join the GRN family. Combined, we have over 75 years of financial services, sales and operations experience in banking, securities, payment processing, insurance, and payroll implementation. Through working with Justin Costello and the GRN team, we have witnessed integrity and leadership that is unmatched in any industry, and it’s a team we’re extremely proud to join. Our business experience is a perfect match with Justin’s vision, and we are not only ready to jump in and help customers build their businesses, but also to increase GRN shareholder value.”

Soulshine Development Group, Inc. is located in Renton, Washington and is a holding company with assets including brands, inventory, intellectual property, leases, and asset management. Soulshine Development Group’s brand assets feature unique packaging that is sustainably sourced, biodegradable, and compostable. Soulshine is a socially-responsible company that gives 1% of gross sales to the Emerald City Rescue, a Seattle-based pet rescue and animal welfare group that fosters pet adoption, and activism that supports conservation, animal welfare, anti-poaching, and efforts to prevent animal extinction. GRN Holding Corporation plans to continue donating to this cause after the acquisition is complete. Soulshine also anticipates being a fully-automated supplier by 2021 and has already implemented automation in its weighing systems for raw product, its sorting systems, and its pre-roll division. The facility, located in Renton, has 86,888 square feet of space. The intended acquisition includes assets, inventory, licenses, and intellectual property, and 51% of equity in the business.

Soulshine CBD, Inc. (https://soulshinecbd.com) is located in Renton, Washington and is a CBD wholesale and processing company. It white labels CBD-based products for retailers, wholesalers, and brand-based companies. Soulshine CBD is licensed under the Washington State Department of Agriculture as a processor/marketer. The company has customers in five states and anticipates expansion throughout the United States. Its products include gel tabs, creams, salves, tinctures, pet products, sports products, flower, and pre-rolls. The intended acquisition includes all assets, inventory, licenses, intellectual property, and 100% equity in the business.

Patrick Wlaznak, President and CEO of Soulshine and Soulshine CBD commented: “We are very excited to be a core element of this historical rollup. We have been working closely with GRN for many years, and Justin and I have been working diligently the last two years together to set forth the best path forward for Soulshine and Soulshine CBD. We anticipate expansion within the State of Washington, while also developing a National presence within the USA. Soulshine CBD anticipates expanding its white label program to assist large brands to expand aggressively.”

Mystic Ranch Development Co., LLC, located in Tonasket, Washington is a first-class craft cultivation center that houses recreational cannabis farms. Among its many unique and distinguished characteristics, Mystic Ranch has rich soft soil, unencumbered sunlight early in the morning until late in the evening, and year-round water, all of which makes the ultimate greenhouse/outdoor cultivation space. The intended acquisition includes all assets including land, intellectual property, and 100% equity in the business. The company will be reclassified as a subsidiary corporation under GRN Holding Corporation.

Magic Beans Hemp, LLC, located in Tonasket, Washington, is a licensed hemp producer/processor. Magic Beans cultivates craft hemp using its advanced cultivation techniques. Additionally, it sources its specialty genetics yielding high CBD and low THC flower products. Magic Beans targets the smokable hemp flower market. The intended acquisition includes all assets including inventory, licenses, intellectual property, and 100% equity in the business. The company will be reclassified as a subsidiary corporation under GRN Holding Corporation.

Kyle Hockenstein, President and CEO of Mystic Ranch Development and Magic Beans CBD commented: “I am eager to leverage my leadership and operational expertise to deliver best-in-class services and products that will lead to and drive GRN Holding Corporation forward in the coming years. I am passionate about building strong relationships and inspiring teams to set new trends, while pushing creative boundaries.”

One Source CBD located in Renton, Washington is a division of GRN Funds and wholesales CBD isolate and distillate domestically and internationally. It deals in large block orders and has shipped to over 100 customers globally. One Source CDB is committed to purchasing only sustainable, organic, domestic, and laboratory-tested product and is not a brokerage, as it only sells its stocked product. The company donates part of its profit to various hemp business organizations. One Source CBD is one of the earliest large-scale suppliers of isolate, and it implements “Vendor Managed Inventory” systems for factories and processors. This Min/Max system controls inventory flow and just-in-time inventory so companies can maximize sales while controlling inventory cost and expense. The intended acquisition includes all inventory, assets, licenses, and intellectual property.

Sunshine Hemp, Inc. (www.sunshinehempfl.com) is located in Tallahassee, Florida and has received two hemp planting permits from the State of Florida Department of Agriculture in connection with the Florida A&M University. It is one of the founding members of the Florida Hemp Association and will be a hemp producer and the premier seed and genetics supplier for the State of Florida and Southern United States. The intended acquisition includes all assets, inventory, licenses, intellectual property and 100% equity in the business.

Dr. Jeffery Sharkey of Sunshine Hemp, Inc. commented on the letter of intent: “Sunshine Hemp is excited to join the GRN portfolio of companies pioneering innovative science-based seed genetics for Florida’s new hemp industry. GRN’s stellar national and international network and investment reputation will help us meet the tremendous hemp demand for our company’s advanced hemp genetics in the Florida market and beyond.”

Justin Costello, CEO of GRN Holding Corporation, commented on the letters of intent: “It’s an honor to be able to bring together such amazing, high-quality companies into the GRN Holding Corporation family. Through the proposed Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, and SMLY, Inc., (d/b/a: 7 Point Financial and 9 Square Consulting) deals, the Company expects to be strongly positioned to capitalize on exponential growth in the cannabis and hemp markets, and we will be the go-to financial services company serving the cannabis and hemp industry.”

“At the same time the addition of Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co. LLC, Magic Beans Hemp, LLC and Sunshine Hemp, Inc. to the GRN family will ensure that all of our customers are working with the highest-quality products all across the entire cannabis and hemp supply chain,” Costello added.

The letters of intent are not binding and are subject to the completion of due diligence, financial audits, and the execution of material definitive agreements, which the Company expects to diligently complete and disclose in follow-up press releases and in its SEC filings.

About GRN Hold Corporation

GRN Holding Corporation (OTC: GRNF) is a Nevada-registered publicly traded company.

For more information, please contact:

Debbie Pace
IR@grnholding.com

Forward-looking Statements

This news release contains “forward-looking statements” which are not purely historical and may include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of new business opportunities and words such as “anticipate”, “seek”, intend”, “believe”, “estimate”, “expect”, “project”, “plan”, or similar phrases may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects, the future U.S. and global economies, the impact of competition, and the Company’s reliance on existing regulations regarding the use and development of cannabis-based products. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission. For more information, please visit www.sec.gov.

SOURCE: GRN Holding Corporation

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