Rainy Hollow Ventures Inc. and Sustainable Produce Urban Delivery Inc. announce that, further to their joint news release dated October 1, 2020, they have entered into an arrangement agreement dated December 21, 2020 between Rainy Hollow and SPUD (the Arrangement Agreement), which sets out the terms of the reverse take-over of Rainy Hollow by SPUD by way of a statutory plan of arrangement under Section 288 the Business Corporations Act (British Columbia) (the BCBCA) involving Rainy Hollow, SPUD and the securityholders of SPUD (the Arrangement). It is anticipated that the Arrangement will constitute the Qualifying Transaction (as such term is defined in Policy 2.4 ­ Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the TSXV)) of Rainy Hollow and Rainy Hollow
is seeking conditional acceptance from the TSXV in respect of same. Concurrently with the Arrangement, Rainy Hollow intends to consolidate the common shares of Rainy
Hollow (the Rainy Hollow Shares) on an eight (8) to one (1) basis (the Consolidation) and change its name to Sustainable Produce Urban Delivery Inc. or such other name as may be agreed to by SPUD and Rainy Hollow and accepted by the relevant regulatory authorities (the Name Change). Upon completion of the Arrangement, the combined entity (the Resulting Issuer) will carry on the current business of SPUD and will qualify as a Tier 1 Industrial Issuer pursuant to the policies of the TSXV. Subject to TSXV approval, upon completion of the Arrangement, it is expected that the board of directors and the senior officers of the Resulting Issuer will be the current directors and senior officers of SPUD. The following is a brief biography of each of the proposed individuals: Peter van Stolk ­ Chief Executive Officer and a Director: Mr. van Stolk brings more than 30 years of experience to SPUD and serves as its Chief Executive Officer.
Mr. van Stolk oversees all marketing, branding and purchasing, and sets the strategic direction for SPUD, Monique A. Wilberg ­ Director: Ms. Wilberg is a founding shareholder of Gateway Casinos and Entertainment Inc, Todd Cherniak ­ Director: Mr. Cherniak is the Chief Executive Officer and General Counsel of Canadian Magnetic Imaging, Eric Phaneuf ­ Director: Mr. Phaneuf is the President & Chief Executive Officer of Walter Capital Partners, Adrienne Uy ­ Chief Financial Officer: Ms. Uy is the Chief Financial Officer of SPUD, where she oversees all finance, accounting, payroll and legal
operations at SPUD. Prior to SPUD, Ms. Uy was Corporate Controller for 3TIER, a global, renewable energy
information-to-decision technology company with offices in Seattle, Panama, India, Germany and Australia and Jef King ­ Chief Technology Officer: Mr. King is the Chief Technology Officer of SPUD, where he oversees all technology advancement including
software development at SPUD and FoodX.