RockBridge Enters Into Binding Letter of Intent With Harvest Enterprises, Inc

VANCOUVER, Oct. 1, 2018 /CNW/ - RockBridge Resources Inc. (TSXV: RBE) ("RockBridge" or the "Company") is pleased to announce that it has entered into a binding letter of intent pursuant to which the Company has agreed to acquire (the "Acquisition"), directly or indirectly, all of the issued and outstanding securities of Harvest Enterprises, Inc. ("Harvest").

Harvest is a vertically integrated cannabis company with one of the largest footprints in the U.S. Harvest's complete vertical solution includes industry-leading cultivation, manufacturing, and retail facilities, construction, real estate, technology and operational expertise – leveraging in-house legal, human resources and marketing teams, along with proven experts in writing and winning state-based applications. Harvest has more than 250 employees with proven experience, expertise and knowledge of in-house best practices. Harvest's executive team is comprised of leaders in finance, compliance, real estate and operations. Since its founding in 2011, Harvest has grown its footprint every year and now has licenses in 10 states.

The Acquisition is proposed to be completed by way of an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction, and is anticipated to close in the fourth quarter of 2018.

Immediately prior to the completion of the Acquisition, the Company intends to delist its common shares from the TSX Venture Exchange (the "TSXV") and list its common shares on the Canadian Securities Exchange (the "CSE"). 

Closing of the Acquisition is subject to certain conditions, including consolidation of the Company's existing share capital on a basis mutually determined by Harvest and the Company, receipt of all required shareholder, regulatory and third-party consents, including CSE approval of the Acquisition and the listing of the Company's common shares on the CSE, delisting of the Company's common shares from the TSXV, and the satisfaction of other closing conditions.

The Acquisition will constitute a reverse takeover of the Company by Harvest.  Trading in the Company's common shares will remain halted pending further stock exchange filings. 

The Company intends to provide further details regarding the Acquisition in due course.

ROCKBRIDGE RESOURCES INC.

"Rana Vig"

Rana Vig, CEO

Cautionary Notes

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Acquisition is subject to a number of conditions, including CSE acceptance. The Acquisition cannot close until all required regulatory, corporate and third-party approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the Listing Statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon.  Trading in the securities of the Company should be considered highly speculative.

This news release may include forward-looking statements that are subject to inherent risks and uncertainties. All statements within this news release, other than statements of historical fact, are to be considered forward looking, including statements regarding the completion of the Acquisition, the delisting of the Company's common shares from the TSXV, the listing of the Company's common shares on the CSE, and the provision by the Company of further information regarding the Acquisition. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those described in forward-looking statements. Factors that could cause actual results to differ materially from those described in forward-looking statements include market fluctuations, availability of capital and financing, and general economic, market and business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under applicable laws.

SOURCE RockBridge Resources Inc.

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