Combined Company to Control 41 Permits
Across Cultivation, Manufacturing, Distribution and Retail Spanning
Oregon, California and Nevada, in Addition to 21 Pending Permit
Applications in Multiple Jurisdictions Throughout the
U.S.
Terra Tech Corp. (OTCQX: TRTC), (“Terra Tech” or
the “Company”) a vertically integrated cannabis-focused agriculture
company, today announced that on November 2, 2018 it signed a
non-binding letter of intent (the “LOI”) to merge with Golden Leaf
Holdings Ltd. (CSE: GLH) (OTCQB: GLDFF) (“Golden Leaf”), a cannabis
company with cultivation, production and retail operations built
around recognized brands. Under the terms of the letter of intent,
a wholly owned subsidiary of Terra Tech will amalgamate with Golden
Leaf, with the resulting amalgamated corporation being a wholly
owned subsidiary of Terra Tech. Consummation of the transaction is
subject to a number of conditions, including entering into a
mutually agreed definitive arrangement agreement, completion of due
diligence, the waiting period for the Hart-Scott-Rodino Act, state
and local regulatory approvals, approval by the Ontario courts,
Terra Tech board approval, Golden Leaf receiving a positive
fairness opinion, Canadian Securities Exchange (the "CSE") approval
and Golden Leaf shareholder and board approval.
The LOI provides that Golden Leaf shareholders
will be entitled to receive 0.1203 common shares of Terra Tech for
each common share of Golden Leaf held (the "Exchange Ratio").
Terra Tech currently has 79.2 million shares outstanding. As a
condition of closing, Terra Tech will be required to list its
shares on the CSE. Listing will be subject to satisfying all
of the CSE's requirements. Upon closing, Derek Peterson will remain
in his position as CEO, with William Simpson to become President of
the combined company. All references to currency are in U.S.
dollars, unless otherwise indicated. There is no assurance that the
transaction will be consummated on the terms outlined above or at
all.
Derek Peterson, CEO of Terra Tech, commented,
“As new participants enter the cannabis industry the market is
undergoing rapid consolidation. The companies that are vertically
integrated with strong brands and multi-jurisdictional operations
are best situated to achieve scale and retain market-leading
positions. We are planning to merge with Golden Leaf’s operations
because its seed-to-sale business model is complementary to ours,
encompassing both the Oregon and Canadian market which represent
new markets for us, and touching Nevada where we are focused on
gaining market share. Its ‘Chalice Farms’ retail dispensaries are
well known and have an excellent reputation in Oregon, and the
wholesale side of the business offers diverse, high quality
cannabis products for all demographics, which are complementary to
our existing wholesale product lines. This transaction, if
completed, will create a combined company that will control 41
permits across cultivation, manufacturing, distribution and retail
spanning Oregon, California and Nevada, in addition to 21 pending
permit applications in multiple jurisdictions throughout the
U.S.”
William Simpson, CEO of Golden Leaf, commented,
“Golden Leaf is dedicated to building shareholder value and we are
pleased to have this opportunity to combine forces with Terra Tech,
an established, vertically-integrated cannabis operator with a
presence in multiple states and, most importantly, a proven
reputation and loyal customer base. We are excited at the prospect
of significantly expanding our size and reach through this merger
and believe that the combined company will improve our growth
trajectory and enable us to benefit from several operational
synergies that will improve the running of our business.”
To be added to the Terra Tech email distribution
list, please email TRTC@kcsa.com with TRTC in the subject line.
About Terra Tech
Terra Tech Corp. (OTCQX: TRTC) operates through
multiple subsidiary businesses including: Blüm, IVXX Inc., Edible
Garden, and MediFarm LLC. Blüm’s retail and medical cannabis
facilities provide the highest quality medical cannabis to patients
who are looking for alternative treatments for their chronic
medical conditions as well as premium cannabis to the adult-use
market in Nevada and California. Blüm offers a broad selection of
cannabis products including; flowers, concentrates and edibles
through its Oakland, CA and multiple Nevada locations. IVXX, Inc.
is a wholly-owned subsidiary of Terra Tech that produces
cannabis-extracted products for regulated medical cannabis
dispensaries throughout California and medical and adult-use
dispensaries in Nevada. The Company’s wholly-owned subsidiary,
Edible Garden, cultivates a premier brand of local and sustainably
grown hydroponic produce, sold through major grocery stores such as
ShopRite, Walmart, Ahold, Aldi, Meijer, Kroger, Stop & Shop and
others nationwide. Terra Tech’s MediFarm LLC subsidiaries are
focused on medical and adult-use cannabis cultivation and
permitting businesses throughout Nevada.
For more information about Terra Tech Corp
visit: http://www.terratechcorp.com/ For more
information about IVXX visit: http://ivxx.com/ For
more information about Blüm Nevada visit: http://letsblum.com For
more information about Blüm Oakland visit:
http://blumoak.com/ Visit us on Facebook
@ https://www.facebook.com/terratechcorp/timeline Follow
us on Twitter @terratechcorp For more information about
Edible Garden visit: http://www.ediblegarden.com/ Visit
Edible Garden on Facebook
@ https://www.facebook.com/ediblefarms?fref=ts Visit
IVXX on Facebook
@ https://www.facebook.com/ivxxbrand?fref=ts
About Golden Leaf
Golden Leaf Holdings Ltd. is a Canadian company
with operations in multiple jurisdictions including Oregon, Nevada
and Canada, with cultivation, production and retail operations
built around recognized brands. Golden Leaf distributes its
products through its branded Chalice Farms retail dispensaries, as
well as through third party dispensaries. Golden Leaf’s cannabis
retail operations and products are designed with the customer in
mind, focused on superlative in-store experience and quality
products. Visit goldenleafholdings.com to learn more.
Terra Tech: Cautionary Language
Concerning Forward-Looking Statements
Statements in this press release may be
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipate", "believe", "estimate", "expect", "intend" and similar
expressions, as they relate to the company or its management,
identify forward-looking statements. In particular, statements with
respect to the terms of the transaction, the timeline for the
transaction and the results and benefits of the transaction are
forward-looking statements. These statements are based on current
expectations, estimates and projections about the company's
business based, in part, on assumptions made by management. These
statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may, and probably will,
differ materially from what is expressed or forecasted in such
forward-looking statements due to numerous factors, including those
described above and those risks discussed from time to time in
Terra Tech Corp.'s filings with the Securities and Exchange
Commission. In addition, such statements could be affected by risks
and uncertainties related to Terra Tech Corp.'s (i) product demand,
market and customer acceptance of its equipment and other goods,
(ii) ability to obtain financing to expand its operations, (iii)
ability to attract qualified sales representatives, (iv)
competition, pricing and development difficulties, (v) ability to
integrate GrowOp Technology Ltd. into its operations as a reporting
issuer with the Securities and Exchange Commission, and (vi)
general industry and market conditions and growth rates and general
economic conditions. These risks and uncertainties also include,
but are not limited to, the risk that the transaction may not be
completed or that the ultimate terms and conditions of the
transaction may differ from the statements contemplated
herein. In addition, the terms and conditions of the
transaction may change based on, among other things, the receipt of
tax, corporate and securities law advice. Any forward-looking
statements speak only as of the date on which they are made, and
the company does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after
the date of this release. Information on Terra Tech Corp.'s website
does not constitute a part of this release.
Golden Leaf Holdings Ltd: Forward-Looking
Information
This press release contains "forward-looking
information" within the meaning of applicable securities
legislation. Forward-looking information includes, but is not
limited to, statements with respect to Golden Leaf’s future
business operations, expectations of future results, the opinions
or beliefs of management, future business goals, expected benefits
of the proposed merger with Terra Tech, the financial terms of the
proposed merger with Terra Tech, the conditions to the completion
of the proposed merger with Terra Tech and statements describing
the potential combined company. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of Golden Leaf to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to general
business, economic and competitive uncertainties, regulatory risks
including risks related to changes in the cannabis market, changes
in regulation in the markets in which Terra Tech and Golden Leaf
operate, changes in the businesses of Terra Tech and Golden Leaf,
risks that regulatory approvals are not obtained, the risk that the
parties cannot agree on a definitive arrangement agreement, risks
that shareholders of Golden Leaf or the court does not approve the
proposed transaction, and risks that other conditions to closing
cannot be met and are not waived. Although Golden Leaf has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
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. Accordingly, readers should not
place undue reliance on forward looking information.
Forward-looking information is provided herein for the purpose of
presenting information about management’s current expectations
relating to the future and readers are cautioned that such
information may not be appropriate for other purpose. Golden Leaf
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
CONTACTSTerra Tech Corp.Philip
Carlson KCSA Strategic CommunicationsTRTC@kcsa.com212-896-1238
Golden Leaf Investor
Relations:Craig EastwoodChief Financial OfficerGolden Leaf
Holdings Ltd.503-201-0659ir@goldenxtrx.com
Golden Leaf Media
Relations:Anne Donohoe / Nick OpichKCSA Strategic
Communications adonohoe@kcsa.com / nopich@kcsa.com 212-896-1265 /
212-896-1206
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