The Green Organic Dutchman Holdings Ltd. (OTCQX: TGODF) (TSX: TGOD) wishes to provide further information in relation to the proposed spinout transaction by way of plan of arrangement (the “Arrangement”) announced on July 19, 2018.
As previously announced, pursuant to the Arrangement, the Company will distribute a divided to TGOD shareholders consisting of a warrant (a “Warrant”) in a new corporation (“TGOD Acquisitions”). Each Warrant will entitle the holder to purchase a unit of TGOD Acquisitions, comprised of one common share and one additional warrant of TGOD Acquisitions, at a price of $0.50 per Warrant for a period of 30 days from completion of the Arrangement. The Arrangement will be effected under the terms and conditions of an arrangement agreement to be entered into between the Company and TGOD Acquisitions (the "Arrangement Agreement").
Subject to execution of the Arrangement Agreement and receipt of requisite corporate, regulatory and court approvals, the record date for distribution of the Warrants (the "Record Date") is anticipated to be on or about September 28, 2018.
All TGOD shareholders, of record as of the Record Date, will be issued a notice from TGOD’s transfer agent, Computershare Investor Services Inc., with instructions on how to obtain the Warrants they are entitled to under the Arrangement. It is anticipated that TGOD Acquisitions will complete an IPO on the Canadian Securities Exchange in the fourth quarter of 2018.
The Arrangement will require approval by a two-thirds majority of the votes cast by TGOD shareholders at a special meeting of TGOD shareholders expected to take place in September 2018 (the "Special Meeting"). Completion of the Arrangement will also be subject to other closing conditions customary for a transaction of this nature, including requisite corporate, regulatory and court approvals. Full details of the Arrangement will be included in a management information circular of TGOD (the "Circular") to be prepared in respect of the Special Meeting to approve the Arrangement. TGOD intends to mail the Circular to shareholders in August and will file a copy on SEDAR at www.sedar.com.
For further information, please contact the investor relations team at: firstname.lastname@example.org or (416) 900-7621.