The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD”) (TSX:TGOD) (US:TGODF) is pleased to announce its intention to complete a spinoff transaction by way of plan of arrangement (the “Arrangement”), pursuant to which the Company will distribute a dividend consisting of a warrant (a “Warrant”) in a new corporation (“TGOD Acquisitions”) to shareholders. The new corporation will be engaged in the acquisition and development of worldwide opportunities.
To learn more about this dividend and the details behind it contact the investor relations team at: firstname.lastname@example.org or (416) 900-7621
TGOD has met with emerging cannabis companies from around the globe and acquired a deep understanding, including proprietary knowledge, of all facets of the cannabis industry. These companies are not considered core assets in TGOD’s business plan, and accordingly, they have not been pursued to date. However, the Company now wishes to monetize this unique situation for the benefit of TGOD shareholders. After consultation with multiple financial institutions, TGOD Acquisitions plans to execute a series of staged financings and acquisitions leading to a late 2018 target IPO date.
“This is an incredible opportunity for TGOD to transfer expertise and monetize our proprietary knowledge from the Canadian marketplace. We will partner with innovative and disruptive companies that we can assist with capital market knowledge and unique retail-exclusive financing methods. The intention is to raise additional capital and list TGOD Acquisitions on the Canadian Securities Exchange. We are excited about this unique opportunity to reward our investors and provide additional value to TGOD shareholders,” said TGOD CEO, Brian Athaide.
The Company will distribute to its shareholders a Warrant to acquire a TGOD Acquisitions Unit (each a “Unit”) for $0.50. Each Unit will consist of one share plus an additional warrant for the investor. This additional warrant (the “Additional Warrant”) will be triggered by a subsequent financing to occur following the initial $0.50 offering. TGOD and TGOD management will have the right to backstop the Unit in addition to participating in a financing on the same terms. This exclusive offering provides investors the ability to join in the future financing alongside TGOD management through participation in the seed round of the company.
The distribution will be paid on the basis of one Warrant for every 6.67 TGOD shares owned on the record date, to be fixed by the Board of Directors of TGOD following satisfaction of the conditions for the Arrangement.
TGOD and TGOD Acquisitions will enter into a repayable funding agreement, whereby TGOD will provide $25,000,000 of working capital to TGOD Acquisitions. This will be repayable by TGOD Acquisitions prior to completion of any investment. In consideration for the funding agreement, TGOD Acquisitions will issue a restricted warrant to purchase 50 million common shares for a period of 25 years from the date upon which the shares of TGOD Acquisitions commence trading on the Canadian Securities Exchange.
Following the completion of the spin out, TGOD Acquisitions will operate at arm’s length to TGOD and will have an independent Board of Directors and management. Further details of the management team will be announced with the filing of the Arrangement materials at a special meeting of TGOD shareholders.
“We have developed a significant amount of intrinsic value from years of corporate development at TGOD,” said Brian Athaide. “Capitalizing on these efforts will add value to both TGOD’s balance sheet and the investment portfolios of our shareholders,” continued Athaide.
The use of proceeds will include working capital and acquisitions.
Further details of the Arrangement will be published in a Special Meeting information circular to be prepared for TGOD security holders to approve the Arrangement and which will be filed under TGOD’s profile on SEDAR at www.sedar.com.
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 and 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 and has over 20,000 shareholders.
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.
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 about the future legalization of recreational cannabis and cannabis-infused products in Canada, statements about future research, development and innovation by the Company, statements about the offering of any particular products by the Company in any particular territory and statements regarding 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.