Green Growth Brands, Inc. (CSE:GGB, OTCQB:GGBXF) (“GGB” or “the Company”) today announced that it has executed an amendment (the “Amendment”) to the Share Purchase Agreement (the “Agreement”), dated June 3, 2019, with Spring Oaks Greenhouses, Inc. (“Spring Oaks”), pursuant to which GGB is to acquire all of the issued and outstanding shares of capital stock of Spring Oaks.
Pursuant to the Amendment, the purchase price for the shares of capital stock of Spring Oaks of US$54,650,000 (C$72,039,630), subject to certain post-closing purchase price adjustments, shall be satisfied by GGB at closing through a combination of: (i) a previously paid deposit of US$1,350,000 (C$1,779,570); (ii) a cash payment at closing of US$2,000,000 (C$2,636,400), subject to certain adjustments identified in the Agreement; (iii) a cash payment of US$3,000,000 (C$3,954,600) due on August 31, 2019; (iv) the issuance of 7,133,297 common shares of GGB (the “Consideration Shares”) to the owners of Spring Oaks representing an aggregate amount of US$17,100,000 (C$22,541,220) at a price of US$2.39 (C$3.16) per Consideration Shares; (v) the issuance of 8,094,210 common shares of GGB (the “Additional Consideration Shares”) to the owners of Spring Oaks representing an aggregate amount of US$14,000,000 (C$18,454,800), at a price of US$1.72 (C$2.28) per Additional Consideration Shares; (vi) the issuance of a two-year convertible secured promissory note in the aggregate principal amount of US$11,400,000 (C$15,027480) (the “Two-Year Note”); and (vii) the issuance of a one-year convertible secured promissory note in the aggregate principal amount of US$5,800,000 (C$7,645,560) (the “One-Year Note”).
The Two-Year Note shall bear interest at a rate of 15%, payable after the first year, and shall have a maturity date of 24 months following the date of closing. The Two-Year Note shall be convertible, on the maturity date, at the option of Spring Oaks, into common shares of GGB at a conversion rate equal to US$2.39 (C$3.16) and shall be secured by the Spring Oaks assets. The One-Year Note shall bear interest at a rate of 15%, simple interest, per annum, and shall have a maturity date of 12 months following the date of closing. The One-Year Note shall be convertible, on the maturity date, at the option of Spring Oaks, into common shares of GGB at a conversion rate of US$1.72 (C$2.28), representing the closing market price of a GGB common share on the CSE on the trading day immediately prior the date hereof. The One Year Note shall be secured by the Spring Oaks assets. Both the Consideration Shares and the Additional Consideration Shares shall be subject to a lock-up agreement for 20 months following the date of closing, to be released in increments of 1/20 over that time period.
In connection with the anticipated closing, GGB will pay a fee (the “Fee”) of US$500,000 (C$659,100) to Jeremy Giles in full satisfaction and settlement of certain finder services performed on GGB’s behalf. The Fee will be paid through (1) a cash payment in the amount of US$250,000 (C$329,550) and (2) the issuance of common shares of GGB in the aggregate amount of US$250,000 (C$329,550), priced at US$1.72 (C$2.28), representing the closing market price of a GGB common share on the CSE on the trading day immediately prior to the date of this announcement. GGB will also enter into a Consulting Services Agreement with Mr. Giles for governmental relations services.
About Green Growth Brands Inc.
Green Growth Brands creates remarkable experiences in cannabis and CBD. Led by CEO Peter Horvath and a leadership team of consumer-focused retail experts, the company’s brands include CAMP, Seventh Sense Botanical Therapy, The+Source, Green Lily, and Meri + Jayne. The Company also has a licensing agreement with the Greg Norman™ Brand to develop a line of CBD-infused personal care products designed for active wellness. Already driving the strongest sales per square feet in the cannabis industry, GGB is expanding its cannabis operations throughout the U.S., its CBD presence at ShopSeventhSense.com, in malls across the country and at DSW shoe stores—and that’s just the beginning. Learn more about our vision at GreenGrowthBrands.com.
Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “intend”, “forecast” and similar expressions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical and recreational marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the marijuana industry in the United States, income tax and regulatory matters; the ability of the Company to implement its business strategies; competition; currency and interest rate fluctuations and other risks, including those factors described under the heading “Risks Factors” in the Company’s Annual Information Form dated November 26, 2018 which is available on the Company’s issuer profile on SEDAR.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this release, including, but not limited to, the Company’s ability to execute on its growth strategy, the Company’s vision to become a multi-state operator with retail stores exceeding certain financial thresholds, is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.