/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES./
COLUMBUS, Jan. 24, 2019 /CNW/ - All Js Greenspace LLC ("All Js") announced today that, in connection with Green Growth Brand Inc.'s ("GGB") proposed offer to purchase all of the issued and outstanding common shares of Aphria Inc. ("Aphria"), it entered into a commitment letter with GGB on January 22, 2019 (the "Commitment Letter") whereby All Js agreed to purchase up to C$150 million common shares of GGB ("Common Shares") (or, at its option, proportionate voting shares of GGB ("PV Shares")) at a price of C$7.00 per Common Share (or, in the case of PV Shares, at a price of C$3,500 per PV Share) (the "Investment").
In consideration of the commitment provided under the Commitment Letter, GGB has agreed to pay All Js a non-refundable commitment fee of C$7.5 million, which is payable by GGB through the issuance of 2,504 PV Shares of GGB at a price of C$2,995 per PV Share.
Pursuant to the terms of the Commitment Letter, if prior to the completion of the Investment, GGB sells, or enters into an agreement to sell, more than C$150 million of any shares of GGB's capital stock, then, unless otherwise agreed, All Js' commitment under the Commitment Letter shall be reduced, on a dollar-for-dollar basis, by the amount such aggregate purchase price is above C$150 million.
The Investment contemplated by the Commitment Letter is subject to a number of conditions, including, GGB purchasing at least 66 2/3% of the outstanding shares (on a fully diluted basis) of Aphria on the terms set forth in the offer and the circular as filed on SEDAR on January 22, 2019.
Pursuant to the terms of the Commitment Letter, All Js has the right to purchase up to C$150 million of newly issued Common Shares (or at its discretion, PV Shares) at a price of C$7.00 per Common Share (or, in the case of PV Shares, at a price of C$3,500 per PV Share). Any shares so purchased by All Js shall reduce, on a dollar-for-dollar basis, its commitment under the Commitment Letter. As previously disclosed, a holder of PV Shares is entitled, at any time, to convert each PV Share held into 500 Common Shares.
All Js Greenspace LLC
Prior to the transactions contemplated by the Commitment Letter, All Js owned an aggregate of 37,464,236 Common Shares on a non-diluted basis and 38,011,111 Common Shares on a partially-diluted basis, representing 20.47% and 20.71% respectively of GGB's issued and outstanding Common Shares. In addition, All Js owned an aggregate of 38,194 PV Shares on a non-diluted basis and 57,291 PV Shares on a partially-diluted basis, representing 100% and 100% respectively of GGB's issued and outstanding PV Shares.
Assuming completion of the Investment for $150 million of PV Shares, All Js will acquire control of, directly or indirectly, an additional 42,857 PV Shares (or 45,361 PV Shares including the 2,504 PV Shares issued in consideration of the commitment fee). Upon completion of these transactions, All Js will control, directly or indirectly, 83,555 PV Shares, in the aggregate, on a non-diluted basis and 102,652 PV Shares on a partially-diluted basis, representing 100% and 100% respectively of GGB's issued and outstanding PV Shares. In addition, assuming completion of the Investment for $150 million of PV Shares, All Js will be deemed to be the beneficial owner of an aggregate of 89,337,111 Common Shares on a partially-diluted basis representing 38.03% of GGB's issued and outstanding Common Shares on a partially diluted basis.
All Js intends on acquiring the securities of GGB pursuant to the Investment for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of GGB through market transactions, private agreements, treasury issuances, exercise of warrants or otherwise.
A portion of the securities held by All Js are subject to the terms of a voluntary lock-up agreement signed by All Js in connection with the business combination of Xanthic Biopharma Inc. and Green Growth Brands Ltd. that closed on November 9, 2018 (the "Business Combination"). In addition, All Js and GGB, among others, entered into a nomination rights agreement dated November 9, 2018 (the "Nomination Rights Agreement") and All Js and GGB entered into a registration rights agreement dated November 9, 2018 (the "Registration Rights Agreement") each setting forth certain rights and obligations of All Js in connection with its securityholdings in GGB. The terms of the Nomination Rights Agreement and the Registration Rights Agreement will be further described in the Early Warning Report filed in connection with this press release and have been filed under GGB's profile on the SEDAR website at www.sedar.com.
All Js's head office is located at 4300 E. Fifth Avenue, Columbus, Ohio, 43219. All Js is formed under the State of Ohio and its principal business is a holding company. A copy of this Early Warning Report will appear under the profile of GGB on the SEDAR website at www.sedar.com. GGB's head office is located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9.
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" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the proposed acquisition by GGB of Aphria, the Investment, and subsequent financings of GGB. 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 favourable terms; the marijuana industry in the United States, income tax and regulatory matters; competition; currency and interest rate fluctuations and other risks.
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 is made as of the date hereof and All Js 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.
SOURCE All Js Greenspace LLC
For further information: or to obtain a copy of the Early Warning Report, please contact: Michael Broidy, 614-449-4200, [email protected]