ESGTI AG
Terra Sola Group AG: Terra Sola Group AG to acquire Merom Farms and Upland Resources.

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 25^th of 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, 2018.

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 enterprise.

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

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 – www.terra-sola.ch