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The Green Organic Dutchman Holdings Ltd. (TSX:TGOD) (US:TGODF) wishes to provide further information in relation to the proposed spinout transaction by way of plan of arrangement (the “Arrangement”) announced on July 19, 2018.
As previously announced, pursuant to the Arrangement, the Company will distribute a divided to TGOD shareholders consisting of a warrant (a “Warrant”) in a new corporation (“TGOD Acquisitions”). Each Warrant will entitle the holder to purchase a unit of TGOD Acquisitions, comprised of one common share and one additional warrant of TGOD Acquisitions, at a price of $0.50 per Warrant for a period of 30 days from completion of the Arrangement. The Arrangement will be effected under the terms and conditions of an arrangement agreement to be entered into between the Company and TGOD Acquisitions (the “Arrangement Agreement“).
Subject to execution of the Arrangement Agreement and receipt of requisite corporate, regulatory and court approvals, the record date for distribution of the Warrants (the “Record Date“) is anticipated to be on or about September 28, 2018.
All TGOD shareholders, of record as of the Record Date, will be issued a notice from TGOD’s transfer agent, Computershare Investor Services Inc., with instructions on how to obtain the Warrants they are entitled to under the Arrangement. It is anticipated that TGOD Acquisitions will complete an IPO on the Canadian Securities Exchange in the fourth quarter of 2018.
The Arrangement will require approval by a two-thirds majority of the votes cast by TGOD shareholders at a special meeting of TGOD shareholders expected to take place in September 2018 (the “Special Meeting“). Completion of the Arrangement will also be subject to other closing conditions customary for a transaction of this nature, including requisite corporate, regulatory and court approvals. Full details of the Arrangement will be included in a management information circular of TGOD (the “Circular“) to be prepared in respect of the Special Meeting to approve the Arrangement. TGOD intends to mail the Circular to shareholders in August and will file a copy on SEDAR at www.sedar.com.
For further information, please contact the investor relations team at: invest@tgod.ca or (416) 900-7621.
ABOUT THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD
The Green Organic Dutchman Holdings Ltd. is a research & development company licensed under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) to cultivate medical cannabis. The Company carries out its principal activities producing cannabis from its facilities in Ancaster, Ont., pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.
The Company grows high quality, organic cannabis with sustainable, all-natural principles. TGOD’s products are laboratory tested to ensure patients have access to a standardized, safe and consistent product. TGOD has a funded capacity of 170,000 kg and is building 1,382,000 sq. ft. of cultivation facilities in Ontario, Quebec and Jamaica.
The Company has developed a strategic partnership with Aurora Cannabis Inc. (TSX:ACB) whereby Aurora has invested approximately C$78.1 million for an approximate 17.5% stake in TGOD. In addition, the Company has raised approximately C$315 million to date.
TGOD’s Common Shares and warrants issued under the indenture dated November 1, 2017 trade on the TSX under the symbol “TGOD” and “TGOD.WT”, respectively.
CONTACT INFORMATION
Investor Relations
Email: invest@tgod.ca
Phone: 1 (416) 900-7621
www.tgod.ca
Forward-Looking Information Cautionary Statement
This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward looking statements in this release includes, but is not limited to, statements regarding (i) the execution of the Arrangement Agreement, (ii) the timing of the Special Meeting and Record Date, (iii) the timing, approval and closing of the Arrangement and related matters, (iv) the initial public offering of TGOD Acquisitions, (v) the future legalization of recreational cannabis and cannabis-infused products in Canada, (vi) the future research, development and innovation by the Company, (vii) the offering of any particular products by the Company in any particular territory, and (viii) the future performance of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward- looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange) accept responsibility for the adequacy or accuracy of this release.
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