Cannabis-focused research and development company The Green Organic Dutchman Holdings (TSX: TGOD) (OTCQX: TGODF) this morning provided an update on the spin-off transaction regarding its wholly-owned subsidiary, TGOD Acquisition Corporation (“SpinCo”). The distribution record date is expected to be on or about November 16, 2018, subject to execution of an arrangement agreement between the company and SpinCo and receipt of requisite corporate, regulatory and court approvals. Per the arrangement agreement, TGOD shareholders of record as of the distribution date will receive 0.15 of one SpinCo unit warrant for each TGOD share held. Each unit warrant will entitle the holder to purchase one unit of SpinCo at a price of $0.50 for a period of 30 days from completion of the distribution. The SpinCo unit warrants will be comprised of one common share of SpinCo and one-half of one common share purchase warrant. Each warrant is exercisable into one SpinCo share at the exercise price of $1.25 and has an expiry date that is 24 months from the listing date. The arrangement remains subject to the approval of at least two-thirds of the votes cast by TGOD shareholders at the TGOD annual general meeting which is anticipated to be held on or about November 7, 2018.
The company also announced that, in connection with the spin-off, SpinCo intends to complete a non-brokered private placement offering of up to 20,000,000 subscription receipts at a price of $0.50 each for gross proceeds of up to $10,000,000. Each subscription receipt will entitle the holder to receive one SpinCo unit upon receipt of the required shareholder and TSX approvals of the SpinCo offering. The SpinCo units underlying the subscription receipts have the same terms as the SpinCo units underlying the SpinCo unit warrants to be distributed to TGOD shareholders under the distribution, which are comprised of one SpinCo share and one SpinCo warrant. SpinCo aims to use the net proceeds of the offering to execute its investment strategy and for general working capital purposes. The offering is subject to TGOD shareholder, regulatory and court approvals.
To view the full press release, visit http://nnw.fm/XKNi9
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$350 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. For more information, visit the company’s website at www.TGOD.ca
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