Acquisition will grant Green Growth Brands the ability to open up to 35 dispensaries with potential for more
COLUMBUS, OH, June 4, 2019 /PRNewswire/ - Green Growth Brands, Inc. (CSE: GGB) (OTCQB: GGBXF) ("GGB" or "the Company") announced that on Monday, June 3, 2019, it executed an arm's length definitive agreement to acquire all of the issued and outstanding shares of capital stock of Spring Oaks Greenhouses, Inc. ("Spring Oaks").
Spring Oaks holds a medical marijuana dispensary license and authorization to operate as a Medical Marijuana Treatment Center in the state of Florida. The medical marijuana dispensary license, received in April of this year, authorizes Spring Oaks to initiate production, processing, and dispensing of medical marijuana and marijuana products. The license grants the right, but not the obligation, to open up to 35 dispensaries, subject to an increase to 40 when the Florida Medical Marijuana program surpasses 300,000 patients.
"Entering Florida through the Spring Oaks acquisition will be a great addition to our existing MSO presence in Nevada and Massachusetts, as well as to our CBD business that already has a national presence," said Green Growth Brands CEO, Peter Horvath. "We admire several of the existing operators in the state and Florida is a special market, with favorable financials implications for the best operators. We look forward to quickly scaling our operations in the state and bringing our expertise to every patient."
The purchase price for the shares of capital stock of Spring Oaks of approximately USD$54,650,000 (CAN$73,613,550), subject to certain post-closing purchase price adjustments, shall be satisfied by GGB at closing through a combination of: (i) cash in the amount of USD$26,150,000 (CAN$35,224,050), (ii) the issuance of common shares of GGB to Spring Oaks in the aggregate amount of USD $17,100,000(CAD$23,033,700) (the "Consideration Shares"), with a price of USD$2.35(CAD$3.16) per common share of GGB, and (iii) a convertible secured promissory note in the aggregate amount of USD$11,400,000 (CAN$15,355,800) (the "Convertible Secured Promissory Note"). The Convertible Secured Promissory Note shall have a maturity date of 12 months following the date of closing, and be convertible, on the maturity date, at the option of Spring Oaks, into common shares of GGB at a conversion rate equal to the greater of (i) USD$5.00 (CAD $6.73) per common share and (ii) the closing market price of a GGB common share on the CSE on the trading day immediately prior to the Note's maturity date, less fifteen percent. The Consideration Shares shall be subject to lock-up agreement for 16 months following the date of closing.
Completion of the acquisition of Spring Oaks is expected to occur in August 2019 and remains subject to regulatory approval, customary conditions of closing, and the satisfactory completion of due diligence by the Company. In connection with the anticipated closing of the Spring Oaks transaction, GGB intends to pay a fee (the "Fee") of USD$500,000(CAD$673,500) 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 USD$250,000(CAD$336,750), and (2) the issuance of common shares of GGB in the aggregate amount of USD$250,000 (CAD $336,750), priced at the time of the closing. Upon completion of the acquisition of Spring Oaks GGB will enter into a consulting services agreement with Mr. Giles for governmental relations services.
The Company also announced that it has mutually agreed with ZLJT LLC and Arizona Natural Pain Solutions (jointly referred to as "Desert Rose"), to terminate the previously announced definitive agreement to acquire control of Desert Rose.
"Desert Rose is a well-run operation," said Horvath. "However, we have made the strategic decision to turn our focus to Florida, where we believe we can grow our presence and brand recognition across the state at scale."
Under the terms of the definitive agreement with Desert Rose, neither the Company nor Desert Rose is responsible for any payments to the other party as a result of the termination of the definitive agreement.
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. Their brands include CAMP, Seventh Sense Botanical Therapy, The+Source, Green Lily and Meri + Jayne, with a licensing agreement with the Greg Norman Brand. Already boasting the strongest sales per square feet in the cannabis industry, GGB is expanding its across the U.S. with 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.