GreenStar Agricultural Corporation

TSX VENTURE : GRE


GreenStar Agricultural Corporation

May 21, 2014 10:58 ET

GreenStar Provides Disclosure Update

TORONTO, ONTARIO--(Marketwired - May 21, 2014) - GreenStar Agricultural Corporation (TSX VENTURE:GRE) (the "Company" or "GreenStar"), announced that a management cease trade order ("MCTO") has been ordered by the Ontario Securities Commission ("OSC") as principal regulator following a hearing held on May 16, 2014.

The hearing was held by the OSC as a result of GreenStar's April 28 and May 6, 20142 announcements that it would be late in filing its audited annual financial statements for the fiscal year ended December 31, 2013 and related Management's Discussion & Analysis and CEO and CFO certification of filings (collectively, the "Annual Filings"), following the issuance by the OSC of a temporary management cease trade order on May 5, 2014.

The MCTO restricts all trading in and all acquisitions of the securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until two full business days following the receipt by the OSC of all Annual Filings. The MCTO will not affect the ability of persons who are not insiders of GreenStar to trade its securities.

GreenStar intends to satisfy the provisions of the Alternative Information Guidelines as set out in National Policy 12 - 203 for as long as GreenStar remains in default, including the issuance of further by-weekly default status reports, each of which will be issued in the form of a press release. A general cease trade order may be issued if GreenStar fails to file such default status reports on a timely basis.

The delay in filing was the result of GreenStar having received notice from its auditors that they were not able to provide an audit opinion by the filing deadline. GreenStar's audit committee has been following up with the auditors and the Chinese management to complete the audit and in doing so, has identified certain corporate governance and administrative deficiencies which contributed to the delay in the audit. The board of directors views these matters very seriously, and is taking steps to improve corporate governance oversight and to resolve all outstanding issues with the audit. The audit committee continues to try and resolve this matter with Mr. Guan Lianyun, President and CEO of the Company, and the audit committee believes that Mr. Guan is working to resolve this situation, but there can be no assurance of success.

A copy of the MCTO can be found at the Company's website at www.greenstaragricultural.com.

About GreenStar

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".

For further information on GreenStar please visit our web site at www.greenstaragricultural.com.

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 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 but is not limited to, management's expectation on make the Annual Filings, management's intention to comply with the Alternative Information Guidelines, and management's expectation that it will be remediate the corporate governance deficiencies and resolve all outstanding audit issues. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The Company believes the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and readers are cautioned not to place undue reliance on forward-looking information contained in this press release. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking information contained in this press release include, but are not limited to: 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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