GRE Greenstar Agricultural Corp

GreenStar Agricultural Corporation (TSX VENTURE:GRE) ("GreenStar" or the
"Company") announces that a temporary cease trade order has been issued by the
Ontario Securities Commission ("OSC") on June 3, 2014. The OSC has issued the
order due to the Company's delay in filing its audited financial statements for
the year ended December 31, 2013 and unaudited interim financial statements of
the Company for the three month period ended March 31, 2014, accompanying
management's discussion and analysis, and related CEO and CFO certifications, as
required by Ontario securities law (the "Required Filings"). 


The Company previously applied for, and was granted a management cease trade
order on May 16, 2014 (the "MCTO") which MCTO imposes restrictions on all
trading in and all acquisitions of securities of the Company, whether direct or
indirect, by the Chief Executive Officer and the Chief Financial Officer of the
Company until the Company files the Required Filings. 


Notwithstanding the MCTO, the Company believes that the OSC decided to issue the
temporary cease trade order due to the concern that the audit wouldn't be
completed by June 30, 2014. The temporary order directs that all trading in the
securities of the Company, whether direct or indirect, cease for a period of
fifteen days from June 3, 2014. The OSC also gave notice that if the default
continues, a hearing will be held to consider whether an order should be made
that all trading in the securities of the Company cease permanently or for such
period as is specified in such order by reason of the continued default. 


The delay in filing was the result of GreenStar having received notice from its
auditors that they were not able to provide an audit opinion by the filing
deadline for the Annual Filings. On May 21, 2014, GreenStar announced that its
audit committee has identified certain corporate governance and administrative
deficiencies which contributed to the delay in the audit. The audit committee
has since been working with Mr. Guan Lianyun, President and CEO of the Company,
to ascertain further details of these deficiencies. Mr. Guan has advised that
the Company's Pucheng, PRC finance department, led by the Company's local
controller, have not been co-operative with the Company's auditors or the
Company's audit committee's efforts to complete the 2013 year end audit on
schedule. In particular, the local controller has taken control of the Company's
finance chop (seal) which has resulted in the inability of the Company to obtain
assistance and certain required information from the Company's banks and tax
authorities during the auditing process. Mr. Guan is in control of the Company's
legal representative chop. Both the legal representative chop and the finance
chop are required to execute banking transactions; as such, the finance chop
alone does not allow the local controller to undertake banking transactions and
Mr. Guan has advised that the bank accounts are secure. Mr. Guan has advised the
board that the local controller and other PRC finance department staff are
taking such actions with a view to advance their positions in negotiations
regarding elements of their remuneration.


Mr. Guan, at the direction of, and in cooperation with the board of directors of
the Company, has now initiated steps to remove the banking authority of the
local controller and to replace the finance chop. In this regard, the loss of
the finance chop has been reported to local government and law enforcement
authorities. Local governmental authorities have advised that the replacement of
the finance chop normally takes approximately 30 days to complete, but Mr. Guan
has been assured that this process is being expedited in an effort to replace
the finance chop. Once the finance chop is replaced, the auditors and the audit
committee can then complete certain procedures at the banks and the tax bureaus
which are part of the audit process. 


The Board has been assured by Mr. Guan that he will provide his full cooperation
in an effort to undertake all steps necessary to complete the audit and
implement additional corporate governance systems to avoid such situations in
the future. In the interim, the board is taking all reasonable steps to verify
the circumstances as presented, and the Company's legal counsel and CFO will
attend at the Company in Pucheng later this week. It is likely that full
verification steps cannot be completed until the Company finance chop is
replaced. 


The Company's intention is to take all action in its power to complete the
Required Filings as soon as possible in order to lift the cease trade order. It
is the goal and expectation of the Board that the audit will be completed by
June 30, 2014, and while this target date cannot be assured, the Board is taking
all possible steps to meet this timeline. This update does not mean that the
Company has finished its work, nor can it provide any assurance on the timing or
the likelihood of the completion of the audit. 


Mr. Guan Lianyun, President and CEO of GreenStar commented, "While it is very
unfortunate that this situation arose and caused delays in completing the
Company's audit and the Annual Filings, we confirm that GreenStar has
contingencies in place and has taken steps to continue to operate its business
operations in China." 


The Company also cancelled the annual and special meeting of shareholders
originally scheduled for June 26, 2014 due to the delay in completing the Annual
Filings. The Company has rescheduled the meeting to September 19, 2014. 


The Company confirms that it will satisfy the provisions of the alternative
information guidelines under NP 12-203 by issuing bi-weekly default status
reports in the form of news releases as long as it remains in default of the
filing requirements to file the Required Filings within the prescribed period of
time. GreenStar is not subject to any insolvency proceedings at the present
time. The Company confirms that there is no other material information relating
to its affairs that has not been generally disclosed.


A copy of the temporary cease trade order can be found at the Company's website
at www.greenstaragricultural.com.


About GreenStar 

GreenStar operates two main divisions, agricultural and food processing. The
agricultural division is involved in the cultivation and harvesting of
agricultural products such as fresh fruit and vegetables, for sale either
directly as fresh fruit and vegetables or canned, and sold overseas and
domestically. The food processing division is primarily involved in the
processing of canned food, which includes canned tomato paste, canned boiled
bamboo shoots, canned oranges, canned peaches and various other types of fruits
and vegetables. 


GreenStar has been operating for over 19 years. Through the application of
science and technology in production, quality control and assurance, and
business operations and management, GreenStar has focused on maintaining product
and reputational excellence with a high standard of food quality. Key assets
include a well established management team, modern production facilities, and a
close partnership with local farmers. 


GreenStar Agricultural Corp. is listed on the TSX Venture Exchange under the
symbol "GRE". 


For further information on GreenStar please visit our web site at
www.greenstaragricultural.com.


Neither the 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.


Caution Regarding Forward-Looking Information:

Certain statements in this press release may constitute "forward looking"
statements which involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward looking statements. When used
in this press release, such statements may use such words as "may", "will",
"expect", "believe", "plan" and other similar terminology. These statements
reflect management's current expectations regarding future events and operating
performance and speak only as of the date of this press release. Forward looking
information in this press release includes, but is not limited to but is not
limited to, management's expectation on make the Required Filings, management's
intention to comply with the Alternative Information Guidelines, management's
plan to remove the banking authority of the accountant and to replace the
finance chop; management's expectation on the timing for replacing the finance
chop, management's expectation to complete the procedures of the audit
committee; management's expectation that it will be remediate the corporate
governance deficiencies and resolve all outstanding audit issues, management's
plan of sending the CFO and legal counsel to Pucheng to perform verification
steps, management's intention to complete the audit by June 30, 2014 and
management's plan to lift the cease trade order. Forward-looking information
involves known and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those anticipated in such
forward-looking information. The Company believes the expectations reflected in
the forward-looking information are reasonable but no assurance can be given
that these expectations will prove to be correct and readers are cautioned not
to place undue reliance on forward-looking information contained in this press
release. Some of the risks and other factors which could cause results to differ
materially from those expressed in the forward-looking information contained in
this press release include, but are not limited to: international, national and
local business and economic conditions; political or economic instability in the
Company's markets; competition; legislation and governmental regulation; and
accounting policies and practices. The foregoing list of factors is not
exhaustive. Please see the Company's annual MD&A dated April 25, 2013, available
on www.sedar.com, for a more detailed description of the risk factors. The
Company undertakes no obligation to update publicly or revise any forward
looking information, whether a result of new information, future results or
otherwise, except as required by law. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
GreenStar Agricultural Corporation
Robert Macdonald
(416) 849 3858
robert.macdonald@greenstaragricultural.com
www.greenstaragricultural.com


Investor Cubed Inc.
(647) 258-3311 or (888) 258-3323
info@investor3.ca

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