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13.07.2018 – 20:36

Terra Sola Group AG

DGAP-Adhoc: Terra Sola Group AG: Terra Sola Group AG to acquire Merom Farms and Upland Resources.

DGAP-Ad-hoc: Terra Sola Group AG / Key word(s): Expansion/Investment
Terra Sola Group AG: Terra Sola Group AG to acquire Merom Farms and Upland

13-Jul-2018 / 20:34 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The Board of Directors of Terra Sola Group AG ("TSG") announces that principal
agreements have been reached for both the takeover of Merom Farms Ltd. and the
takeover of Upland Resources Inc. It is expected that the closing of the
transactions will take place shortly after TSG's EGM on the 25thof July.

Furthermore, the Board of Directors announces that

- further takeover negotiations are being conducted with Argentinean companies;

- it was resolved to extend the company's 2017 financial year until June 30,

About Merom Farms

With 36 acres under glass, Merom Farms is a state-of-the-art greenhouse
operation dedicated to the production of sweet bell peppers in Abbotsford,
British Columbia. The operation includes Green House Delight Foods Inc. (GHD),
one of only five agents permitted to market greenhouse regulated produce in and
from British Columbia, and it has a well-established customer base with large
accounts across Canada and the United States. Merom is equipped with its own
energy, heating and water supplies, an on-site corporate office and in-house
sorting and packing system, rendering it an entirely self-sufficient greenhouse

The existing management of Merom will be retained by our group, providing a
seamless transition of ownership and insuring the continued success of the

Going forward, we aim to pursue the substantial growth potential of the existing
operation on several fronts. Our first objective is to expand the Merom
greenhouse facility by 15-20 acres on the existing property, which will increase
production capacity by 50%. Secondly, it is our intention to acquire additional
greenhouse operations specialising in different types of produce from the
surrounding area and to integrate them under the GHD agency. Our third and
complementary objective is to substantially broaden the scope of the agency GHD
- a major opportunity to increase the net income of the company, without
requiring a significant capital outlay. It is well-known in the industry that
many growers are searching for alternatives to their existing produce agencies,
while the current ownership of GHD has determined that an additional 60 acres of
pepper and tomato plantations would increase additional operating income by 1.3
million dollars annually (the current annual operating income of GHD being
$600,000). Considering that in British Columbia the total acreage of peppers and
tomatoes, alone, exceeds 600 acres, we are determined to aggressively pursue
this opportunity to grow the agency.

Implementing these objectives will increase annual gross revenue and EBITDA from
the current 14 respectively 3-million-dollar range substantially.

About Upland Resources

Upland Resources Inc. is a privately held company that is rapidly becoming the
single major source of naturally formed sand and gravel products for the
production of concrete in Lower Mainland, British Columbia. The company has two
wholly owned subsidiaries: Statlu Resources Inc. is a fully permitted and
licenced operation, with estimated total reserves of 110 million tonnes of
high-quality, non-reactive glacial deposit sand and gravel; Sylvester Resources
Inc. is held under an exploratory permit with estimated reserves of 25 to 40
million tonnes.

The strategic priority for Upland is to secure a strong position in the local
market through investments in new mine and aggregate products equipment, which
will maximise operating efficiency and will significantly reduce operating
costs. The equipment alone will provide Upland with an important competitive
advantage against competitors, while the company is currently also in
discussions to establish contracts with several major customers.

Going forward, Upland intends to pursue the acquisition of one or multiple
ready-mix cement and asphalt companies, which will provide Upland with an
in-house customer base for its sand and gravel products and with access to those
companies' industry networks.

With the establishment of a solid positioning in the local marketplace, the
long-term objective of Upland is to move into barging its products into the
Vancouver/Richmond market, which (according to preliminary studies) is viable
and competitive. The company will additionally explore moving product in the
Seattle/Portland area, where there is a growing demand for aggregates.

Zug, 13 July 2018
Terra Sola Group AG
13-Jul-2018 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at

Language: English

Company:  Terra Sola Group AG

          Dammstr. 19

          6300 Zug


Phone:    +41 44 366 40 16


ISIN:     CH0298294981

WKN:      A1409X

Listed:   Regulated Unofficial Market in Berlin


End of Announcement DGAP News Service


704577  13-Jul-2018 CET/CEST