BZAM Ltd C.BZAM

Enters Into a Definitive Agreement

[Betteryear2]

• TGOD to acquire Galaxie Brands Corporation
• Acquisition significantly expands and diversifies TGOD's product portfolio through:
  • Galaxie's exclusive joint venture in Canada, with a major U.S. cannabis edible brand
  • Galaxie's differentiated portfolio in pre-rolls, vapes, and solventless products, including Galaxie's flagship Brand, Cruuzy
• Strengthen TGOD's executive capabilities with addition of industry veterans and former Canopy Growth Corp. executives Angus Footman and Olivier Dufourmantelle to the Board and Management Team
• Increased scale and expanded operating capabilities in key growth verticals with ability to accelerate entry into the U.S. market

TORONTO, Nov. 1, 2021 /PRNewswire/ - The Green Organic Dutchman Holdings Ltd. (the "Company" or "TGOD") (CSE: TGOD) (US-OTC: TGODF), a leading producer of premium certified organically grown cannabis, is pleased to announce that it has entered into a share purchase agreement (the "Agreement") under which TGOD, or a wholly-owned subsidiary of TGOD, will acquire all of the issued and outstanding shares (the "Galaxie Shares") of Galaxie Brands Corporation ("Galaxie") with initial share consideration valued at approximately CAD $21 million (the "Transaction"). As part of the Transaction, the Company will also assume $1.3 million of existing shareholder loans of Galaxie, which are non-interest bearing until at least January 31, 2022. The vendors of the Galaxie Shares (the "Vendors") are also entitled to earn up to CAD $15 million in additional shares of TGOD (the "TGOD Shares"), subject to achievement of certain financial milestones by December 31, 2022. The Transaction is scheduled to close on or about November 15, 2021, and subject to customary closing conditions and covenants.

https://www.prnewswire.com/news-releases/the-green-organic-dutchman-enters-into-a-definitive-agreement-to-grow-through-a-strategic-acquisition-301412533.html