Latest Press Release
TGOD Files Amended and Restated Preliminary Prospectus for Initial Public Offering of Units
March 14, 2018 – Toronto, ON – The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD”) today announced that it has filed an amended and restated preliminary long form prospectus (the “Prospectus”) with the securities regulatory authorities in each of the provinces of Canada in respect of its previously announced initial public offering of units of the Company (the “Units”). The Prospectus contemplates a minimum offering of $75,000,000 and a maximum offering of $100,000,000 through the issuance of a minimum of 20,547,945 Units and a maximum of 27,397,260 Units (the “Offering”) at a price of $3.65 per Unit.
Each Unit consists of one common share of the Company (a “Unit Share”) and one-half of one common share purchase warrant of the Company (each whole warrant being a “Warrant”). Each Warrant is exercisable into one common share of the Company (a “Warrant Share”) at the price of $7.00 per Warrant Share, subject to adjustment, on or prior to 4:00 p.m. (Eastern Time) on the date that is the earlier of (i) 24 months after the Closing Date and (ii) the date specified in any Warrant Acceleration Notice (as hereinafter defined). If, at any time, the volume-weighted average trading price of the common shares of the Company is equal to or greater than $9.00 for any 10 consecutive trading day period, the Company may provide written notice to Computershare Trust Company of Canada as warrant indenture trustee and the registered holders of Warrants (a “Warrant Acceleration Notice”) that the expiry time of the Warrants shall be accelerated to the date which is 30 days after the date of such Warrant Acceleration Notice, subject to TSX approval.
The Offering is being led by Canaccord Genuity Corp. as sole bookrunner and co-led with PI Financial Corp. (collectively, the “Co-Lead Agents”), together with Industrial Alliance Securities Inc., INFOR Financial Inc., Echelon Wealth Partners Inc. and Mackie Research Capital Corporation as agents (collectively, the “Agents”).
The amended and restated preliminary prospectus contains important information relating to TGOD and the Units and is still subject to completion or amendment. Copies of the amended and restated preliminary prospectus are available from the Agents. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the (final) long form prospectus has been issued.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the Units may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of TGOD in any jurisdiction in which such offer, solicitation or sale would be unlawful.
On Behalf of the Board of Directors,
The Green Organic Dutchman Holdings Ltd.
Chief Executive Officer and Co-Chairman
ABOUT THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD.
The Company is 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 medical cannabis with sustainable, all-natural principles. The Company’s products are laboratory tested to ensure patients have access to a standardized, safe and consistent product.
The Company has a funded capacity of 116,000 kg and is situated on approximately 175 acres of land between two of the most populated areas of Canada; Ontario & Quebec.. The Company has negotiated favourable power rates and is building a combined 970,000 sq. ft. facility capable of producing 116,000 kg of premium, high- quality, organic cannabis. To date, the Company has raised approximately $160 million dollars and has over 4,000 shareholders.
T: 1 (416) 900-7621
TGOD ANNOUNCES CLOSING OF $112 MILLION FINANCING AND STRATEGIC INVESTMENT BY AURORA CANNABIS INC.
Posted on January 16, 2018January 16, 2018 by tgod
The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD”) is pleased to announce the closing of its previously announced brokered and non-brokered private placements. TGOD has issued 67,878,788 Units (the “Units”) at a price of $1.65 per Unit, for gross proceeds of $112,000,000. Each Unit consists of one common share of the Company (a “Common Share“) and one-half common share purchase warrant of the Company (a “Warrant“). Each whole Warrant is exercisable into one Common Share (the “Warrant Share“) at the exercise price of $3.00 per share and has an expiry date that is the earlier of (a) 36 months from the date the Common Shares commence trading on a recognized stock exchange (the “Listing Date“), and (b) February 28, 2021. The Company will make all reasonable efforts to ensure the Warrants are listed on the same exchange on which the Common Shares are listed.
The Company is pleased to announce the closing of Aurora Cannabis Inc.’s (TSX: ACB) strategic investment into TGOD. The investment consists of 33,333,334 Units, priced at $1.65 per Unit, for gross proceeds of $55 million.
To date, the Company has raised a total of $160 million, fully funding the expansion of 970,000 sq. ft. state-of-the-art, ultra-high technology hybrid greenhouse facilities in Ancaster, Ontario and Valleyfield, Quebec. TGOD’s expansion and strategic partnership with Aurora positions the Company as an industry leader and sets the foundation for the highly anticipated upcoming 2018 IPO.
Upon completion of the Company’s expansion, it is expected to be one of the largest and most technologically advanced cannabis production facilities in the world, producing ultra-low cost, premium-quality organic cannabis. Additionally, TGOD’s facilities will be LEED certified and operating with close to a zero-carbon footprint with some of the lowest-cost power rates in the country.
LEED, stands for “Leadership in Energy and Environmental Design”, is an internationally recognized green building certification system, providing third-party verification that a building was designed and built using strategies aimed at improving performance across all the metrics that matter most: energy savings, water efficiency, CO2 emissions reduction, improved indoor environmental quality, and stewardship of resources and sensitivity to their impacts.
In addition to Aurora’s investment in TGOD, the companies shall enter into a supply agreement, providing Aurora with the right to purchase up to 20% of TGOD’s annual production of premium high-quality organic cannabis.
Further, Aurora and Aurora Larssen Projects Inc. (“ALPS”) will provide additional services to TGOD on the completion and commissioning of its Ancaster and Valleyfield facilities, which are anticipated for Winter 2018. The facilities, when completed, will have an annual production capacity of 116,000 kg of premium, high-quality organic cannabis.
“Teaming up with Aurora, the industry’s innovation leader, provides us with a stable, supportive shareholder, through whom we have access to best-in-class technologies and industry know-how. This will significantly accelerate our time to market and establish TGOD as the world’s leading provider of premium organic cannabis,” said Csaba Reider, President of TGOD.
“The supply agreement with Aurora validates our strategy to produce premium-priced organic cannabis. With this significant cornerstone investor and customer, we will be able to leverage our deep consumer packaged goods and brand building experience, as well as Aurora`s well-established brand recognition to pursue rapid growth,” said Mr. Reider.
Rob Anderson, TGOD chief executive officer, added: “Partnering with the industry leader in terms of innovation and execution validates how TGOD’s differentiated business model creates substantial value for our partners and shareholders. This is a synergistic partnership that will help TGOD reach an international audience with its premium products and rapidly capture market share in this incredibly dynamic market, and will provide further differentiation and diversification to Aurora’s product offering. We look forward to working with the teams at ALPS and Aurora as we execute on our de-risked but aggressive growth strategy.”
ABOUT THE GREEN ORGANIC DUTCHMAN HOLDINGS LTD.
The Green Organic Dutchman Holdings Ltd. produces Farm Grown, Pharma Grade Organic Cannabis.
The Company grows high quality, organic medical cannabis with sustainable, all natural principles. The Green Organic Dutchman Holdings Ltd. products are laboratory tested to ensure patients have access to a standardized, safe and consistent product.
TGOD has a funded capacity of 116,000 kg and is situated on 175 acres of land between two of the most populated areas of Canada; Ontario & Quebec. TGOD owns one of the largest land packages in Canada with some of the lowest power rates in the country. The Company is building a combined 970,000 sq. ft. facility capable of producing 116,000 kg of premium, high- quality, organic cannabis. To date, the Company has raised $160 million dollars and has over 4,000 shareholders.
The Green Organic Dutchman Holdings Ltd. is licensed under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) to cultivate medical cannabis. The Green Organic Dutchman Holdings Ltd. 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.
This news release contains forward-looking information, which includes known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors — including the availability of funds, the results of financing efforts and the parties’ due diligence reviews, and general market conditions — that could cause actual results to differ materially from the Company’s expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Phone: 1 (905) 304-4201
SHAREHOLDER UPDATE & Q&A
Posted on January 16, 2018
Dear Shareholders & Friends,
TGOD would like to provide you with an update on what has taken place over the past few months. We will have an additional update in the coming weeks once our preliminary prospectus has been filed that will bring you up to speed on everything from corporate activities to new hires, our listing date (on track for March), and how to access our IPO.
The purpose of this update is to address many of the questions you may have regarding our financing and new partnership with Aurora. If you have additional questions, please contact our Investor Relations team anytime as we are happy to provide additional information.
TGOD has closed its previously announced financing for a combined $112 million. This includes an impressive 2,000 additional shareholders for $56 million and a $55 million investment from our new strategic partner, Aurora Cannabis Inc. (TSX: ACB).
Please note, due to the sheer volume of subscribers, share certificates continue to be sent out in batches. All shareholders should receive their documents by the end of January.
The TGOD news release can be found here.
The Aurora news release can be found here.
Let us start by saying congratulations to all TGOD shareholders on a successful financing. Let’s welcome Aurora and our ~2,000 additional shareholders to the TGOD family. We are now ~4,000 strong!
We have received numerous questions about our recent financing and our new partnership. As part of our ongoing effort to provide the most transparent and up to date information, we have structured a Q&A with our VP of Investor Relations, Danny Brody, to address these questions below.
The Board of Directors elected to fully fund our entire 116,000 kg expansion for several key reasons, this decision:
Removes financing risk
Adds significant shareholder value by increasing our valuation on a fully funded basis
Ranks TGOD in the top 5 of all Canadian LPs based on a fully funded capacity
Makes TGOD the dominant player in “Organic Cannabis”
Increases our IPO value and interest from institutions
Positions TGOD to mirror Aurora’s rapid growth trajectory
Why have another LP, specifically Aurora, positioned as a strategic investor?
Positioning Aurora as a strategic investor is important for many reasons, including:
Acceleration of our construction and build-out
Aurora and TGOD are building similar sized world-class operations
Advanced insight into Aurora’s 800,000 sq. ft. state-of-the-art facility, Aurora Sky
Aurora has a group of partner companies that can provide us with a suite of services that are best in class, tested and already proven
Investment from one of the largest cannabis companies in the world validates and endorses our business plan and accomplishments
Continued relationship with Aurora Larssen Projects Inc. (ALPS)
Reduces our time to market significantly, limiting our costs and reducing our risks
We applaud Aurora’s innovation & execution and believe working together adds significant value that would be difficult to replicate alone
Aurora’s CEO, Terry Booth, is a visionary that we are excited to partner with
We decided to fully fund our operation and the available options for financing lead us to a simple question:
select a financial institution which only supplies capital? or;
select a world-class leader in the industry that supplies financial capital, human capital, products, an international footprint, services and so much more?
Can you explain more about the supply contract?
This is a synergistic supply agreement
Aurora receives 20% of TGOD’s organic cannabis at wholesale prices
TGOD receives an immediate purchase order for 20% of future sales
Our original business plan projected a portion of our high-quality organic cannabis would be sold into the wholesale market, this saves us from having to negotiate multiple supply contracts and allows us to focus on growing operations
Can you elaborate on why Aurora invested into TGOD and how much they bought?
Aurora has purchased 17.62% for $55 million at $1.65 per share
This is Aurora’s largest cash investment to date which proves they see tremendous value in TGOD
Aurora began construction on Aurora Sky in Spring, 2017. Their stock price was $2.02. Today, Aurora is trading over $13.00. It is possible TGOD follows a similar trajectory
As TGOD transitions from a private to a public company, we anticipate a valuation adjustment more in-line with industry peers
It is apparent that Aurora sees great potential in TGOD and this is a synergistic partnership
What does this mean for our ability to scale and grow in the market?
We believe this agreement substantially increases the value of TGOD, and truly is a mutually beneficial partnership
Aurora’s additional purchases are at public market rates (minus 10%) which acts as a built-in financing mechanism for us, and acts as another significant advantage for our Company
Aurora and TGOD have signed a “standstill agreement” for 18 months from listing date, during which time Aurora cannot acquire TGOD
This partnership helps TGOD reach an international audience with our premium products and rapidly capture market share in this dynamic market
TGOD is thrilled to have one of the largest Cannabis companies in the world positioned as our strategic investor and partner going forward. This is a powerful move, and Aurora’s investment exemplifies the vision of our management team, accelerates our growth, and de-risks the Company significantly going forward.
CEO MESSAGE FROM ROB ANDERSON
This has been an incredibly exciting year building TGOD at lightning speed. We are quickly catching up to some of the largest companies in the industry. I would like to thank each and every one of you for supporting the Company’s plan and vision to create the largest Organic Licensed Producer in Canada. (and soon beyond!)
I hope the above Q&A explains some of our thought process around the decision to partner with Aurora. If you have any further questions, comments or concerns, please contact Danny and the Investor Relations team directly as they are there to support you.
This is an extremely fast paced business in a sector that has never been built to scale. Although the opportunity is huge, so are the risks. I cannot stress enough the unknowns of commercial production, immense capital, and operation expenses required. Aurora’s investment strategically positions us to overcome these challenges by not only providing immediate financing but the opportunity for future financing as well. The experience building Aurora Sky will be invaluable as we scale TGOD to become one of the largest Licensed Producers in the world.
As the CEO of TGOD, my job is to accomplish three fundamental tasks:
Provide a vision and develop a business plan around the vision;
Finance the vision; and
De-risk the business plan.
My vision for year one was to fully fund the best in class organic cannabis facility in Canada, which has been accomplished. Adding strategic partners such as Ledcor, Eaton, ALPS and now Aurora dramatically increases our ability to execute our business plan.
The Aurora relationship is a tremendous win for our company as it provides TGOD with the following:
A fully funded operation
Increased efficiency in building, production, and sales
An immediate international footprint
Validates the corporate vision
Partnering with the industry leader in terms of innovation and execution validates how TGOD’s differentiated business model creates substantial value for our partners and shareholders. This is a synergistic partnership that will help TGOD reach an international audience with its premium products and rapidly capture market share in this incredibly dynamic market. We look forward to working with both teams at ALPS and Aurora.
Rob Anderson, CEO
The Green Organic Dutchman
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