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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.

Robert Anderson

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.

 

Investors looking to learn more about TGOD may visit the Company’s Investor Centre at https://tgod.ca/investor-centre/ or contact the Company at invest@tgod.ca, and patients may now register for the Company’s beta patient program at https://tgod.ca/patients/

Contact Us:

E: invest@tgod.ca

T: 1 (416) 900-7621

W: www.TGOD.ca

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS WIRE SERVICES

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BMO first major bank to lead marijuana equity financing with Canopy Growth Corp

Editors Notes: This is exciting news to see a major bank in Canada finally participate in the Cannabis industry and start financing larger cannabis licensed producers, the fact that Canopy has a $7 Billion dollar market cap and now big banks are investing in the space gives credibility to the Canadian cannabis sector.

Original Article:

Bank of Montreal became the first major Canadian bank to lead an equity financing for a public company in the medical marijuana sector, underwriting a $175-million stock sale for Canopy Growth Corp.

The bank's capital-markets arm and GMP Capital Inc. will be the co-lead underwriters on the bought deal financing, which was announced after the markets closed Wednesday. The deal was done at a price of $34.60 per share, or 8 percent below the company's closing share price on Wednesday.

Pot stocks have whipsawed in recent weeks, climbing sharply at the start of 2018 before selling off amid concerns about regulatory changes in the United States. Canopy, the largest Canadian public company in the cannabis sector with a market capitalization of $7.2-billion, has seen its shares climb 26 percent since the start of the year – yet they have fallen more than 10 percent since Jan. 9.

Canada's big banks have been hesitant to get involved in a visible way in the burgeoning marijuana sector because they have significant operations in the United States, where there is considerable conflict and uncertainty surrounding marijuana laws. The drug is legal in many U.S. states, at least for medical use, and on Jan. 1 California became the largest state to legalize it for recreational use for adults. Yet it is still illegal under U.S. federal law.

Since Canopy is one of the Canadian-headquartered cannabis companies that has no operations in the United States, it is considered a safer one for banks to do business with.

BMO was "very grueling about the fact that they are not looking to work with companies that break American law," said Bruce Linton, chief executive officer at Canopy.

Canopy's size and inclusion in the S&P/TSX composite index also means that it has a broader following among institutional investors.

"I think this signals a new normal," Mr. Linton added, referring to BMO entering the sector. "What I think is going to happen is the institutional buyers who've said we don't really do this because banks don't do this are going to say 'shoot, we really should do this.'"

Canopy is raising funds at a particularly tumultuous moment for the industry.

Days ago, U.S. Attorney-General Jeff Sessions revoked Obama-era guidelines, referred to as the Cole Memo, that limited how federal prosecutors could investigate and prosecute state-licensed marijuana production and distribution.

At the same time, the Canadian Securities Administrators (CSA) has said it is rethinking existing rules that allow marijuana firms with U.S. operations to go public on the stock market and raise money in Canada, as long as they disclose the legal risks they face south of the border.

Bank of Montreal has a relatively new CEO -- 46-year-old Darryl White took the top job last November -- who is a former investment banker. The bank has an extensive retail network in the U.S., along with significant U.S. capital markets operations. However, this deal doesn't indicate that the bank would be willing to support deals with cross-border cannabis companies.

Executives at Canada's other bank-owned investment dealers are expected to re-visit their policies on taking part in cannabis financings in the wake of BMO's participation in the Canopy Growth offering. An executive at a rival bank said late Wednesday: "We are reviewing our interpretation of the rules as we speak, and I imagine every other bank is doing the same."

The deal comes amid a hot market for financings related to marijuana stocks. Already, the amount raised in equity deals since the start of 2018 is closing in on $700-million in Canada. Until now, deals have largely been led by independent investment dealers such as GMP Capital Inc., Canaccord Genuity Group Inc. and Eight Capital, with the capital-markets arms of the Big Six banks on the sidelines.

Blog Repost: View Original Article

 

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The Green Organic Dutchman Holdings Ltd. Increases Financing to $36,000,000 to Accommodate Retail Demand

The Green Organic Dutchman Holdings Ltd. Increases Financing to $36,000,000 to Accommodate Retail Demand - October 31, 2017

Further to the press release dated October 5th, 2017, The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD”) is pleased to announce a further increase to its non-brokered offering (the “Offering”) of 3,636,050 units (“Units”) at the price of $1.65 per Unit, for total aggregate gross cash proceeds of $36,000,112 from both the Offering and the concurrent brokered offering.

The Company will provide investors with an offering memorandum (the “OM”), which will allow non-accredited investors across Canada and international jurisdictions to participate in the Offering.

“From day one we have implemented an inclusive ‘retail first’ approach at TGOD, and this financing is a continuation of that effort. This OM allows non-accredited retail investors the unique opportunity to become shareholders of our Company before our Initial Public Offering,” stated Danny Brody, Vice President of Investor Relations.

The terms of the Offering remain unchanged, with each Unit consisting 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 Warrant 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 intends to use the net proceeds of the Offering to advance the Company’s cannabis facilities in Ontario and Quebec and for general working capital purposes.

Investors looking to learn more about TGOD may visit the Company’s Investor Centre at https://tgod.ca/investor-centre/ or contact the Company at invest@tgod.ca, and patients may now register for the Company’s beta patient program at https://tgod.ca/patients/

Best Regards,

The Green Organic Dutchman Team

T: 1 (905) 304-4201

E: invest@tgod.ca

 

Admin Notes: Visit The Green Organic Dutchman Holdings Ltd Company Directory Listing on Invest In MJ.

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Constellation Brands Inc (Corona Beer) to invest nearly $200 million in Canadian marijuana grower, with plans of cannabis-infused drinks.

The U.S. distributor of Corona beer is chasing a new type of buzz.

Constellation Brands Inc. (STZ)  has agreed to take a 9.9% stake in Canopy Growth Corp. WEED , a Canadian marijuana company, and plans to work with the grower to develop and market cannabis-infused beverages.

Canopy Growth is the world’s largest publicly traded cannabis company, with a market valuation of 2.2 billion Canadian dollars on the Toronto Stock Exchange. The C$245 million (US$191 million) deal gives Constellation a toehold in an industry that the brewer expects to be legalized nationwide in the U.S. in the coming years.

“We think that it’s highly likely, given what’s happened at the state level,” Rob Sands, chief executive of the Victor, N.Y.-based beer, wine and spirits company, said in an interview. “We’re obviously trying to get first-mover advantage.”

Constellation—flush with cash after posting a 13% increase in beer sales in its latest quarter—is interested in developing drinkable cannabis products that don’t contain alcohol, he said. Products currently on the market in U.S. states where they are legal include buzz-inducing sodas, coffees and fruit elixirs.

A worker trims medical marijuana plants at a facility in Canada, where recreational use is expected to soon be legalized.

Constellation doesn’t plan to sell such a product in the U.S. before marijuana is legalized there nationwide, Mr. Sands said, but could sell it in Canada, where edible and drinkable cannabis products are expected to be legalized by 2019, or other countries where recreational marijuana is permitted.

Independent research firm Euromonitor International estimates that the legal marijuana market in 2018 will be US$7.5 billion in Canada and $10.2 billion in the U.S.

U.S. beer-industry executives have been debating whether legalized marijuana could cannibalize sales of beer, even as other consumers migrate from beer to wine and spirits. Some brewers have experimented with cannabis-infused beers, not containing THC but instead a marijuana flavor.

“Wine and spirits are not sitting still, and marijuana is being legalized in many states,” Heineken USA Chief Executive Ronald den Elzen said at a beer wholesalers conference earlier this month. “We have to act now, and we have to do it together.”

Mr. Sands said he doesn’t see pot as a threat to booze. But if a consumer is going to choose a can of beer, a glass of wine, a shot of liquor or a weed-laced elixir, he wants to be able to offer all four, he said.

An employee with medicinal marijuana plants at Canopy Growth in Smith Falls, Ontario.

“Could it be a threat? Yes, I guess it could be,” he said. “We’re not going to stand around twiddling our thumbs.”

Medical use of marijuana has been legal in Canada since 2001. The country is expected to legalize recreational use, not including edibles, by July 2018, with edible and drinkable products expected to become legal the following year. In the U.S., eight states plus the District of Columbia have legalized marijuana, and more than 20 states have legalized it for medical purposes.

Constellation doesn’t plan to lobby for or against marijuana legalization in the U.S., Mr. Sands said.

Canopy Growth, based in Smiths Falls, Ontario, is ramping up capacity ahead of next summer’s legalization in Canada and said it would use the new capital to expand its production and storage facilities throughout the country.

The deal, expected to close by early November, gives Constellation board-observer status and the option to increase its stake to just under 20%. Canopy Growth CEO Bruce Linton said Constellation’s expertise in alcohol distribution would be helpful for the cannabis company as it determines how to distribute and package recreational cannabis. Canada’s provincial regulators are still considering how to handle the selling of marijuana, he said.

Mr. Linton said he hoped the deal could be the turning point for the nascent industry, signaling to institutional investors “that a cannabis company that fully complies within legal jurisdictions would be the right place to invest."

There are 69 publicly traded cannabis companies listed on Canada’s three main stock markets, representing about C$8 billion in market capitalization. The bulk of the trades in Canada are conducted by retail investors.

Authored By: The Wall Street Journal

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TSX May delist Canadian Companies With US Cannabis Exposure.

Yesterday the Marijuana stocks listed on the Toronto Stock Exchange sold off as a result of a bulletin issued by the TMX.   The announcement affected Canadian companies listed on the TSX and was in regards to their “Business Activities Related to Marijuana in the United States.”  TSX provided some clarity of its policy, suggesting that “Issuers with ongoing business activities that violate U.S. federal law regarding marijuana are not complying with the Requirements.” 

Any company with direct or indirect ownership of direct cannabis companies, arrangements with them, providing goods or services to them and any sort of commercial interests is contrary to its policy according to the TSX.

They will take the remainder of the year and review the listed companies that are engaged in direct or ancillary services:

The Exchange notes that if a listed issuer is engaging in activities that are contrary to the Requirements, the Exchange has the discretion to initiate a delisting review under Policy 2.9 of the Manual.

The good thing is that while the selloff in Canadian LPs should be short lived as most LPs have not pursued U.S operations, with the exception of Aphria (TSX: APH) (OTC: APHQF).  They have investments in Arizona (Copperstate Farms) and in Florida, through ownership of and licensing to Liberty Health Sciences (CSE: LHS) (OTC: LHSIF), which is also vying for licenses in Ohio. 

With the exception of a handful of other companies listed on the TSX or TSX Venture most Canadian companies with cannabis business in the United States are listed on the Canadian Securities Exchange (CSE), which has no similar issue.  Any company listed on the TSX could move to the CSE or adopt the OTC in the U.S. as its primary exchange.  

 

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