GreenStar Agricultural Corporation
TSX VENTURE : GRE

GreenStar Agricultural Corporation

October 01, 2013 09:00 ET

GreenStar Agricultural Corp. Announces Signing of Definitive Purchase Agreement for Acquisition of Chinese Tomato Pulp Producer

TORONTO, ONTARIO--(Marketwired - Oct. 1, 2013) - GreenStar Agricultural Corporation (TSX VENTURE:GRE) (the "Company" or "GreenStar"), announced today that it has entered into a definitive share purchase agreement (the "Agreement") for the acquisition of Bayannur City BeiChen Tomato Products Co., Ltd. ("Beichen"), a Chinese tomato pulp producer with manufacturing operations in Inner Mongolia, an autonomous region of the People's Republic of China. Beichen was established in 2007 and is located approximately 40 kms from Bayannur City, Inner Mongolia. Based on financial information provided by Beichen management, Beichen produces 13,000 to 15,000 metric tons of raw tomato pulp per annum, with RMB 87.7 million (CDN$14.7 million) in annual revenues for 2012, from its 80,040 square metres of total manufacturing, administrative, inside and outside storage and parking areas. It employs more than 50 production staff at peak production periods.

The Agreement, with a purchase price of RMB 25 Million (CDN$4.2 Million), contains standard conditions, including; completion of satisfactory confirmatory due diligence by GreenStar's outside advisors, Collins Barrow Inc.; receipt of all necessary regulatory approvals; satisfaction of a financing condition; no adverse material events and other conditions customary for these types of agreements. Upon satisfactory completion of its confirmatory due diligence, GreenStar expects to close the transaction within 90 days from the date of signing the Agreement. At the same time, GreenStar also announced that it has terminated its previously announced (May 29, 2013) Letter of Intent (LOI) with another Chinese raw tomato pulp producer as GreenStar's rigorous internal due diligence process identified a number of concerns with the initial acquisition which led to the termination of the LOI. GreenStar will continue to honour its current purchase commitments of raw tomato pulp from this producer.

Commenting on the proposed acquisition, Mr. Guan Lianyun, President and CEO of GreenStar said, "We look forward to closing this acquisition and expect that this will allow us to move our Company forward and continue the growth we have demonstrated over the last few years."

About GreenStar Agricultural Corporation

GreenStar operates two main divisions, agricultural and food processing. The agricultural division is involved in the cultivation and harvesting of agricultural products such as fresh fruit and vegetables, for sale either directly as fresh fruit and vegetables or canned, and sold overseas and domestically. The food processing division is primarily involved in the processing of canned food, which includes canned tomato paste, canned boiled bamboo shoots, canned oranges, canned peaches and various other types of fruits and vegetables.

GreenStar has been operating for over 19 years. Through the application of science and technology in production, quality control and assurance, and business operations and management, GreenStar has focused on maintaining product and reputational excellence with a high standard of food quality. Key assets include a well established management team, modern production facilities, and a close partnership with local farmers.

GreenStar Agricultural Corp. is listed on the TSX Venture Exchange under the symbol "GRE".

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Caution Regarding Forward-Looking Information:

Certain statements in this press release may constitute "forward looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward looking information in this press release includes but is not limited to, the Company's expectations regarding the terms of the acquisition, the completion of confirmatory due diligence, the receipt of regulatory approvals for the acquisition, the completion of the acquisition, the anticipated timing for completion of the acquisition, and management's belief that the acquisition will allow the Company to move forward and continue its growth. These forward looking statements involve a number of risks and uncertainties including the risk that the parties fail to enter into a definitive agreement, Some of the factors that could cause actual results to differ materially from those expressed in or underlying such forward looking statements are the effects of, as well as changes in: international, national and local business and economic conditions; political or economic instability in the Company's markets; competition; legislation and governmental regulation; and accounting policies and practices. The foregoing list of factors is not exhaustive. Please see the Company's annual MD&A dated April 25, 2013, available on www.sedar.com, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.

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