NOTICE TO INVESTORS
The contents of this Disclosure Statement and any prior or subsequent communications from or with Free Range Food Co-op, or any professional associated with us, are not legal or professional tax advice. We are a Minnesota cooperative association organized under Chapter 308B of the Minnesota Cooperative Associations Act. You should consult your own counsel, accountant or business advisor as to legal, tax and other matters relating to the offering of shares of Class C stock in the co-op described in this Disclosure Statement.
No person has been authorized by us to give any information or to make any representation concerning the Co-op other than as contained in this Disclosure Statement, in connection with this Class C share offering, and, if given or made, such other information or representation must not be relied upon as having been authorized by us. The delivery of this Disclosure Statement at any time does not imply that information herein is correct as of any time subsequent to its date.
We reserve the right to accept or reject subscriptions in whole or in part. We reserve the right in our discretion, and for any reason whatsoever, to modify, amend or withdraw all or any portion of the Class C share offering. We shall have no liability whatsoever to any offeree in the event that any of the foregoing shall occur, except in the event we reject a subscription, all funds with respect to such rejected subscription shall be returned to the subscriber.
This Disclosure Statement includes financial projections and other forward-looking information. All financial projections and forward-looking information are based on assumptions as to future events that are inherently uncertain and subject to the risks described in this Disclosure Statement. We make no representation or warranty as to whether we will actually attain any projected financial results. All projections of our future performance are based on uncertain assumptions and the actual results may materially and adversely vary from the projected results. The securities offered hereby cannot be sold, assigned or transferred, except back to the Co-op with the Co-op’s consent and upon terms and conditions established by the Co-op’s board of directors. This Disclosure Statement is only an offer to sell these securities to current owners of FRFC who are Minnesota residents, and it is not soliciting an offer to buy these securities from any other persons from any other jurisdiction.
Securities in FRFC have not been registered under the Federal Securities Act of 1933, as amended, or any state securities laws, and are being offered and sold under a claimed exemption from registration requirements of such laws. Neither the Securities Exchange Commission nor any state securities authority has made an independent determination that FRFC shares are exempt from registration. Any representation to the contrary is a criminal offense.
The information in this Disclosure Statement is confidential. By accepting delivery of this Disclosure Statement, you agree not to reproduce it and to return it and all enclosed documents to the Co-op if you do not purchase any shares. Any reproduction or other distribution of this Disclosure Statement, in whole or in part, without the prior written consent of the Co-op, is strictly prohibited.
This Disclosure Statement does not constitute an offer to sell or a solicitation of an offer to buy in any state other than Minnesota. You should be aware that you will be required to bear the financial risks of this investment for an indefinite period of time – your Class C shares may never be redeemed and you may never receive any dividend payments – and that you cannot sell or transfer Class C shares to any person or entity except the Co-op.
We will give each prospective investor an opportunity to ask questions of persons authorized to act on behalf of the Co-op, and will provide any additional information that we can to verify the accuracy of the information in this Disclosure Statement. As part of any Agreement to Purchase Class C Shares, investors will be required to verify in writing that they were given the opportunity to obtain additional information. If you desire additional information or documents to verify or supplement the Disclosure Statement, please contact:
Free Range Food Co-op
PO Box 842
Grand Rapids, MN 55744