A-Labs Capital IV Corp. Halted Pending Announcement of Qualifying Transaction for the Combination with Vertical Field Inc.

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWS WIRES/

CALGARY, AB, April 9, 2021 /CNW/ - A-LABS CAPITAL IV CORP. (TSXV: ALCC.P)  (the "Corporation"), a capital pool company, is pleased to ‎announce that trading of the Corporation's common shares on the TSX Venture Exchange ("TSXV") has ‎been ‏halted at the Corporation‎'‎s request pending announcement of a proposed transaction‎ ‎‏ ‏‎(‎‏"‏Transaction‏"‏‎).  ‎The ‏Corporation has entered into a letter of intent dated April ‏‎6‎‏, ‏‎2021 ‎with Vertical Field ‏‎ Ltd. (‎‏"‏Vertical Field‏"‏‎)‎‏, ‏an ‎arm‏'‏s length private company. 

Vertical Field, is an Israeli ag-tech company, incorporated in July 2009, specializing in vertical agricultural farms ‎that ‎enable crops to grow in the city‎. ‎Vertical Field‎'‎s unique technology enables produce to grow on a ‎bed of soil ‎‎(geoponically) inside of repurposed shipping containers. Vertical Field's advanced ‎technologies enable high‎-‎quality crops to grow quickly and efficiently in optimum conditions ‎without the use of chemical pesticides. These ‎customizable urban farms can grow a ‎‎range of fresh crops for supermarkets, restaurants, urban farmer's markets, ‎and distribution ‎centers‎. ‎Vertical Field‎'‎s technology is more efficient and less wasteful than conventional ‏‎agricultural methods, using 90% less water, and growing precise quantities of produce in a ‎‎controlled ‎environment.‎ Vertical Field has under development strawberries and mushrooms farms which it plans to be under ‎commercial deployment at the end of this year or at the beginning of next year.‎

Produce inside Vertical Field's farms can therefore grow 365 days a year, are not limited to ‎seasonality ‏constraints‎, ‎weather conditions‎, ‎extreme climate events‎, ‎or geographic location‎. ‎The ‎farms are modular, ‎expandable, and moveable, and can be managed automatically. Produce is ‎grown in a sterile ‏environment ‎with ‏minimal human interference‎. ‎Crops that are currently grown in ‎the farm include: several varieties of lettuce, basil, ‎parsley, kale, mint, and more, which are sold ‎‎at competitive prices.‎

Under the letter of intent, the ascribed value of Vertical Field will be USD$100 million (prior to giving effect to the ‎Private ‏Placement ‏‎(‎defined below‎)) ‎and the Corporation will be ‏‎valued ‎at USD‎$‎‏1 ‏ million‏.‎

The completion of the Transaction is conditional upon the completion of a private placement of securities of ‎Vertical Field (the ‎‎‏"‏Private Placement‏") concurrent with ‏‎(‎or prior to‎) ‎to the completion of the ‎Transaction, ‎resulting in minimum gross proceeds to Vertical Field of US$20 ‎‎million ‎‏)‏of which US$5 million is being ‎organized by a lead order introduced by ‎the Corporation‎). ‎The structure of ‎the Private Placement shall be ‎determined by the parties, acting reasonably in ‎‎the context of the market‏. ‎

It is ‎anticipated that trading in the Corporation's common shares will remain halted pending the satisfaction ‎of all ‏applicable requirements pursuant to the policies of the TSXV‎.‎

This is an initial press release. The Corporation plans to issue a further press release to provide the information ‎prescribed by applicable policies of the TSXV including, among ‎other things‎, ‎selected financial information ‏respecting Vertical Field‎, ‎management and the Board of the Resulting Issuer ‎‏ and the Transaction‎.‎

NEITHER 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

All statements in this press release, other than statements of historical fact, are "forward-looking ‎‎information‎" ‎with respect to the Corporation within the meaning of applicable securities laws. The Corporation ‎provides ‎forward‎-‎looking statements for the purpose of conveying information about current expectations and ‏‎plans relating to the future and readers are cautioned that such statements may not be appropriate ‎for other ‏purposes‎. ‎By its nature‎, ‎this information is subject to inherent risks and uncertainties that ‎may be general or ‎specific and which give rise to the possibility that expectations, forecasts, ‎‎predictions‏, ‏projections or ‎conclusions will not prove to be accurate, that assumptions may not be ‎correct and that objectives‎, ‎strategic ‏goals and priorities will not be achieved‎. ‎These risks and ‎uncertainties include but are not limited to ‎unprecedented market and economic risks associated with ‎‎‎ ‎economic circumstances due to the COVID-19 ‎pandemic, as well as ‎those risks and uncertainties identified and reported in the Corporation‎'‎s public filings under ‏the Corporation‎'‎s SEDAR profile ‎at www.sedar.com.  Although the Corporation has attempted to identify ‎important factors that could cause actual ‎actions‎, ‎events or results to differ materially from those described in ‏forward‎-‎looking information‎, ‎there may be other factors that cause actions‎, ‎events or results not to be as ‏anticipated‎, ‎estimated or ‎intended. There can be no assurance that such information will prove to be accurate ‎as actual results ‎and future events could differ materially from those anticipated in such statements‎. ‎The ‏Corporation disclaims any ‎intention or obligation to update or revise any forward-looking information, ‎whether as a result of ‎new information‎, ‎future events or otherwise unless required by law‎.‎

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV ‎acceptance and if ‎applicable pursuant to TSXV requirements, majority of the minority shareholder ‎approval. Where applicable, the Transaction ‎cannot close until the required shareholder approval is obtained‎. ‎There can be no assurance that the Transaction will be ‎completed as proposed or at all.‎

Investors are cautioned that, except as disclosed in the management information circular or filing statement ‎to be prepared in ‎connection with the Transaction‎, ‎any information released or received with respect to the ‏Transaction may not be accurate or ‎complete and should not be relied upon‎. ‎Trading in the securities of a capital ‏pool company should be considered highly ‎speculative.‎‎

SOURCE A-Labs Capital IV Corp.

contact Shay Benhamou, CEO and Director of the Corporation at:‎ Electronic mail: [email protected] ‎