The Green Organic Dutchman Completes Strategic Acquisition of Galaxie Brands Corporation

TORONTO, November 18, 2021 / PRNewswire / – The Green Organic Dutchman Holdings Ltd. (the “Society” Where “TGOD“) (CSE: TGOD) (US-OTC: TGODF), a leading producer of premium certified organic cannabis, is pleased to announce that following its press release dated November 1, 2021, he completed the acquisition (the “Transaction“) of all issued and outstanding shares (the”Galaxy Actions“) of Galaxie Brands Corporation (“Galaxy“).

It’s an exciting day for the TGOD and Galaxie teams. In accordance with our strategic plan, the completion of the Transaction allows TGOD to accelerate its national growth. Thanks to Galaxie’s innovative and operational capabilities, scale and efficiency, the combined entity will generate stronger revenues and financial performance. “ noted Sean Bovingdon, CEO and Interim CFO of TGOD.

Following the close of the Transaction, TGOD will diversify its brand portfolio with the addition of the unique pre-rolls, vapes, solvent-free products from Galaxie and its flagship brand, Cruuzy. TGOD will also benefit from better regional distribution through Canada and gain additional exposure to the value edibles category through Galaxie’s exclusive joint venture in Canada with a large edible mark in United States.

The 26,000 square feet of Galaxie Ontario production facility (the “Galaxy installation“) is fully licensed by Health Canada and operational with 2.0 production capabilities. The Galaxie facility is expected to provide TGOD with additional cultivation, value-added processing, packaging, extraction and product development capabilities. Galaxie will become a wholly owned subsidiary of TGOD and will remain the licensee for the Galaxie facility.

The Transaction is expected to generate cost synergies by combining supply chain and distribution activities, product research and development, as well as cost reductions in sales, general and administrative activities and overheads. Galaxie’s strategic connections to the United States and existing industrial relations are expected to accelerate TGOD’s entry into the US market, as the growing platform of the organic brand TGOD is positioned for future expansion across the border.

I am proud of what we have built at Galaxie” noted Angus Infantryman, CEO and co-founder of Galaxie and president of the company. “In a short time, we have successfully developed and launched over 45 new innovative SKUs across Canada. We admire TGOD’s leadership in sustainable, organic and quality cannabis production and look forward to jointly developing new, innovative products that reflect our shared commitments to serving our consumers and building a sustainable global cannabis business.“, Footman added.

Transaction Details:

The initial equity consideration values ​​the transaction at around CAD $ 21 million. As part of the Transaction, the Company will assume $ 1,300,000 loans from existing Galaxie shareholders, which do not bear interest until at least January 31, 2022. The sellers of Galaxy Shares (the “Sellers“) are also entitled to earn up to CAD $ 15 million in additional shares of TGOD (the “TGOD actions“), subject to the achievement of certain financial milestones by December 31, 2022.

In consideration for the Galaxie Shares, TGOD issued 120,000,000 TGOD Shares at the price of $ 0.175 by TGOD Share, of which 40,000,000 TGOD Shares have been placed in a compensation escrow account to be paid up at the latest December 31, 2023, subject to the terms of discharge from the receiver of an indemnification escrow agreement, and the remaining 80,000,000 TGOD Shares were placed in an escrow account, with one sixth of these shares being released every four months. In addition, there is a earn-out provision, under which up to 85,714,286 additional TGOD shares could be issued by sellers, subject to certain milestones being achieved in 2022.

About The Green Organic Dutchman Holdings Ltd.
The Green Organic Dutchman Holdings Ltd. (CSE: TGOD) (US – OTC: TGODF) is a sustainable global cannabis company that emphasizes innovation, quality, consistency, integrity and transparency. By leveraging science and technology, TGOD harnesses the power of nature, from seed to sale. The company is committed to cultivating a better future by producing its products responsibly, with less waste and less impact on the environment. In Canada, TGOD serves the recreational market with a portfolio of brands including The Green Organic Dutchman, Highly Dutch Organics, Ripple by TGOD and Cruuzy, and the medical markets in Canada, South Africa, Australia, and Germany. All cannabis used in The Green Organic Dutchman and Highly Dutch Organics brand products is grown through a certified organic process, which includes living soil, filtered rainwater, sunlight, and natural inputs. Through its European subsidiary, HemPoland, the company also distributes premium hemp CBD oil and CBD infused topicals in Europe.

The ordinary shares and the TGOD warrants issued by virtue of the deeds dated December 19, 2019, June 12, 2020, 23 october 2020 and December 10, 2020 Trade on the CSE under the symbol “TGOD”, “TGOD.WS”, “TGOD.WR”, “TGOD.WA” and “TGOD.WB” respectively. TGOD’s common stock trades in the United States on the OTCQX under the symbol “TGODF”. For more information on The Green Organic Dutchman Holdings Ltd., please visit www.tgod.ca.

Warnings
This press release includes statements containing certain “forward-looking information” within the meaning of applicable securities laws (“forward-looking statements”). Forward-looking statements in this release include, without limitation, statements about future production and manufacture, statements about future product development, distribution and delivery, statements about potential future revenues and synergies of costs, statements about potential entry into the US market, and statements about the level of demand for TGOD and Galaxie’s products. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “plan”, “intend”, “should”, “believe”, “anticipate”, “Estimate”, “power”, “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 have been used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management as of the date the statements are made and are subject to various risks and uncertainties (including market conditions) and other factors that could cause that actual events or results differ materially from those projected in the forward-looking statements, including the risk factors described in the most recent annual information form of the Company filed with the Canadian securities regulatory authorities and available on the issuer profile of the Company on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in the preparation of forward-looking information or forward-looking statements in this press release are reasonable, such information should not be relied on unduly and no assurance can be given that such events will occur within the disclosed timeframe or not at all. The forward-looking information and forward-looking statements included in this press release are made as of the date of this press release. The Company has no obligation and expressly disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. .

Neither CSE nor the CSE Regulatory Services Provider (as that term is defined in CSE policies) accepts responsibility for the adequacy or accuracy of this release.

SOURCE The Green Organic Dutchman Holdings Ltd.

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