The Green Organic Dutchman to Provide Dividend of TGOD Acquisition Corporation Rewarding Shareholders
July 19 2018 - 6:00AM
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: invest@tgod.ca 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.
CONTACT INFORMATIONInvestor Relations Email: invest@tgod.ca
Phone: 1 (416) 900-7621www.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 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.
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