TORONTO – OG DNA Genetics Inc. (“DNA”), a globally recognized major cannabis brand, and Generic Gold Corp. (CSE: GGC) (FSE: 1WD) (“Generic Gold”) are pleased to announce that they have entered into a definitive agreement (the “Definitive Agreement”) to comprehensive their previously announced business enterprise mixture (the “Proposed Transaction”). Upon completion of the Proposed Transaction, the safety holders of DNA will hold substantially all of the outstanding securities of Generic Gold (the “Resulting Issuer”), and the Resulting Issuer will carry on the business enterprise of DNA. A copy of the Definitive Agreement will be produced readily available on Generic Gold’s SEDAR profile at www.sedar.com.
Specifics of the Proposed Transaction
Pursuant to the Definitive Agreement entered into amongst DNA, Generic Gold and 1222150 B.C. Ltd., a wholly-owned subsidiary of Generic Gold (“Subco”), and upon the satisfaction or waiver of the circumstances set out therein, the following, amongst other factors, will be completed in connection with the consummation of the Proposed Transaction:
Generic Gold will continue from the Province of Ontario into the Province of British Columbia (the “Continuance”) and will: (i) impact a capital restructuring (the “Restructuring”) to (A) develop a class of restricted voting shares obtaining the exact same financial energy (on an as-converted basis) as the issued and outstanding prevalent shares (“Generic Gold Shares”), and (B) consolidate the Generic Gold Shares such that the aggregate quantity of Popular Shares outstanding post-consolidation be no higher than 1,000,000 (the “Generic Share Consolidation”) (ii) approve the adoption of Articles below the Business enterprise Corporations Act (British Columbia) which will impact the Restructuring (the “Share Structure Amendment”) (iii) adjust its name to “OG DNA Holdings Inc.” or such other name as determined by DNA (the “Name Change”) (iv) appoint MNP LLP as auditors of Resulting Issuer and (v) approve a new equity compensation program (collectively, all of the foregoing are referred to as the “Shareholder Approval Matters”).
Subco will merge with and into the DNA, pursuant to which, amongst other factors, all outstanding prevalent shares of DNA (the “DNA Shares”) and all securities convertible into DNA Shares shall be exchanged for replacement securities of the Resulting Issuer, 1-for-1 on a post-consolidation basis, exercisable in accordance with their terms and the board of directors and management of the Resulting Issuer will be replaced with nominees of DNA.
The Proposed Transaction is topic to the circumstances set out in the Definitive Agreement, like but not restricted to acquiring the requisite approval of DNA’s and Generic Gold’s safety holders, completion of a brokered private placement in such quantity as is essential to satisfy the minimum listing needs of the Canadian Securities Exchange (“CSE”), and completion by Generic Gold of the Continuance, the Generic Share Consolidation, the Name Modify, and the Share Structure Amendment.
Trading in the Generic Gold Shares was halted by the Canadian Securities Exchange on March 25, 2019. Pending completion of the Proposed Transaction, which is anticipated to happen in Q4 2019, it is anticipated that the Generic Gold Shares will stay halted for trading.
Management and Organization
Following the closing of the Proposed Transaction, it is anticipated that the Resulting Issuer will be led by Charles Phillips, Chief Executive Officer, Don Morris, Chief Cannabis Officer and Aaron Yarkoni, Chief Investigation Officer. The Resulting Issuer’s board of directors (the “Board”) is anticipated to be comprised of seven representatives, all of whom will be nominated by DNA.
The Proposed Transaction is conditional upon the Resulting Issuer’s prevalent shares becoming listed on the CSE. Listing will be topic to satisfying the CSE’s listing needs.
About DNA Genetics
DNA was rooted in Los Angeles and founded in Amsterdam in 2004 by Don Morris and Aaron Yarkoni. More than the final decade, DNA has constructed and curated a seasoned genetic library and created verified typical operating procedures for genetic choice, breeding, and cultivation. In a planet that is increasingly opening up to industrial cannabis activity, DNA is positioned to turn into the 1st, really geographically-diversified corporation with various partnerships with top rated-licensed producers and brands that have constructed their organizations and worldwide presence using the “Powered by DNA” model.
About Generic Gold
Generic Gold is a Canadian mineral exploration corporation focused on gold projects in the Tintina Gold Belt in the Yukon Territory of Canada. The Company’s exploration portfolio consists of nine projects with a total land position of 37,877 hectares, all of which are 100% owned by Generic Gold.