TORONTO, Dec. 7, 2018 /PRNewswire/ - The Green
Organic Dutchman Holdings Ltd. (the "Company" or "TGOD")
(TSX:TGOD) (US:TGODF) is pleased to announce the voting results
from its annual general and special meeting of shareholders of the
Company ("Shareholders"), held in Mississauga, Ontario on December 6, 2018 (the "Meeting").
All of the matters put forward before Shareholders for
consideration and approval as set out in the Company's management
information circular dated November 7,
2018 (the "Circular") were approved by the requisite
majority of votes cast at the Meeting. In particular, Shareholders
approved the election of all director nominees as follows:
|
Votes in
Favour
|
Votes
Withheld
|
% of Votes Cast
in
Favour (rounded)
|
Brian D.
Athaide
|
52,054,286
|
69,035
|
99.87%
|
Jeffrey J.
Scott
|
52,058,690
|
64,631
|
99.88%
|
Ian P.
Wilms
|
52,061,767
|
61,555
|
99.88%
|
Marc
Bertrand
|
51,981,416
|
141,905
|
99.73%
|
Nicholas G.
Kirton
|
52,049,507
|
73,814
|
99.86%
|
Shareholders also approved the following items of business
before the Meeting: (1) the setting of the number of
directors of the Company at five; (2) the appointment of KPMG LLP
as auditor of the Company for the ensuing year and the
authorization of directors to fix their remuneration; (3) the
adoption by the Company of a new 10% rolling share option plan (the
"New Share Option Plan"); (4) the adoption by the Company of
a fixed number restricted share unit plan (the "New Restricted
Unit Plan"); and (5) the adoption by the Company of a fixed
number non-employee directors deferred share unit plan (the "New
Non-Employee Directors Deferred Unit Plan").
The total number of common shares of the Company ("Common
Shares") represented by Shareholders present in person and by
proxy at the Meeting was 56,214,964 Common Shares, representing
20.92% of the Company's total issued and outstanding Common Shares.
Detailed voting results for the Meeting together with a copy of
each of the New Share Option Plan, the New Restricted Unit Plan and
the New Non-Employee Directors Deferred Units are available under
the Company's profile on SEDAR at www.sedar.com.
"We are thrilled with the overwhelming support from shareholders
at our AGM," commented Jeff Scott,
Chairman of the Board. "2019 will be a pivotal year as TGOD's
flagship domestic facilities begin production ramp-up and sales
commence in the coming weeks. With over $450
million raised, TGOD has established itself as a leader in
Canadian and international cannabis markets with differentiated
premium all-natural organic product, continued expansion
across Europe and Latin America, and a team with over 200
years of CPG experience including a proven track record
and ability to execute. I have the utmost confidence in our
team as we solidify our organic leadership position and deliver on
our goal of becoming the largest organic cannabis brand in the
world."
The Company is also pleased to announce that the previously
announced plan of arrangement (the "Arrangement") involving
the Company and its wholly-owned subsidiary, TGOD Acquisition
Corporation ("SpinCo") and the related non-brokered private
placement offering by SpinCo of up to 20,000,000 subscription
receipts of SpinCo ("Subscription Receipts") at a price of
$0.50 per Subscription Receipt for
gross proceeds of up to $10,000,000
were also overwhelmingly approved by Shareholders at the
Meeting.
Pursuant to the Arrangement, Shareholders of record as of the
distribution date (the "Distribution Record Date") will
receive 0.15 of one unit purchase warrant of SpinCo (each, a
"SpinCo Unit Warrant") for each Common Share held. Each
SpinCo Unit Warrant will entitle the holder to purchase one unit of
SpinCo (a "SpinCo Unit") at a price of $0.50 per SpinCo Unit for a period of 30 days
from the effective date of the Arrangement (the "Effective
Date"). Each SpinCo Unit will consist of one common share of
SpinCo ("SpinCo Share") and one-half of one common share
purchase warrant of SpinCo (a "SpinCo Warrant") with an
exercise price of $1.25 per SpinCo
Warrant Share for a period of 24 months from the date the SpinCo
Shares commence trading on a recognized stock exchange, subject to
certain acceleration provisions.
Shareholder approval of the Arrangement follows the receipt by
the Company on November 6, 2018 of an
interim order from the Ontario Superior Court of Justice
(Commercial List) (the "Court") authorizing various matters
in connection with the Arrangement. The Company is seeking a final
order of the Court to approve the Arrangement at a hearing expected
to be held on December 10, 2018.
The establishment of the Distribution Record Date remains
subject to the satisfaction of all conditions to the Arrangement
(including receipt of requisite corporate and Court approvals) and
the approval of the Toronto Stock Exchange. The board of directors
of the Company will determine the Distribution Record Date and the
Effective Date following satisfaction of all of the conditions to
the completion of the Arrangement. The Company will provide further
updates on the Arrangement and the Distribution Record Date in due
course.
Full details of the Arrangement and certain other matters are
set out in Circular, a copy of which together with other meeting
materials can be found under the Company's profile on SEDAR at
www.sedar.com.
ABOUT THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD
The Green Organic Dutchman Holdings Ltd. is a premium global
organic cannabis company, with operations focused on medical
cannabis markets in Canada,
Europe, the Caribbean and Latin
America and the Canadian adult-use market. 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 kgs and is building
1,382,000 sq. ft. of cultivation facilities across Ontario, Quebec and Jamaica.
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.
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 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 jurisdiction and statements regarding the future
performance of the Company, the ability of the Company to
receive, in a timely manner and on satisfactory terms, the
necessary regulatory, court, and other third party approvals in
connection with the Arrangement, the ability of the Company to
satisfy, in a timely manner, the conditions to the closing of the
Arrangement, and other expectations and assumptions concerning the
Arrangement. The anticipated timing provided herein in connection
with the Arrangement may change for a number of reasons, including
the inability to secure necessary regulatory, court, or other third
party approvals in the time assumed or the need for additional time
to satisfy the other conditions necessary to complete the
Arrangement. 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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SOURCE The Green Organic Dutchman Holdings Ltd.