The Green Organic Dutchman Holdings Ltd. (the “Company” or “TGOD“) (TGOD.TO) (TGODF) is pleased to provide an update on the previously announced spin-off transaction (the “Spin-off“) involving the Company’s wholly-owned subsidiary, TGOD Acquisition Corporation (“SpinCo“), and to announce that, in connection with the Spin-Off, SpinCo intends to complete a non-brokered private placement offering (the “SpinCo Offering” or the “Offering“) of up to 20,000,000 subscription receipts (the “Subscription Receipts“) at a price of $0.50 per Subscription Receipt for gross proceeds of up to $10,000,000 .

Subject to execution of an arrangement agreement to be entered into by the Company and SpinCo (the “Arrangement Agreement“) and receipt of requisite corporate, regulatory and court approvals, the Distribution Record Date (as defined below) is now expected to be on or about November 16, 2018 . The Company will provide further updates on the Distribution in due course.

Spin-Off Transaction

As previously announced, the Spin-Off is expected to be effected through the distribution (the “Distribution“) of unit purchase warrants of SpinCo (the “SpinCo Unit Warrants“) to TGOD shareholders by way of a court-approved plan of arrangement (the “Arrangement“) under the terms and conditions of the Arrangement Agreement. Pursuant to the Arrangement, TGOD shareholders of record as of the distribution date for the Distribution (the “Distribution Record Date“) will receive 0.15 of one SpinCo Unit Warrant for each TGOD share held. Each SpinCo Unit Warrant will entitle the holder to purchase one unit of SpinCo (a “SpinCo Unit“) at a price of $0.50 per SpinCo Unit for a period of 30 days from completion of the Distribution. Each SpinCo Unit will consist of one common share of SpinCo (“SpinCo Share“) and one-half of one common share purchase warrant of SpinCo (a “SpinCo Warrant“). Each SpinCo Warrant is exercisable into one SpinCo Share (a “SpinCo Warrant Share“) at the exercise price of $1.25 per SpinCo Warrant Share and has an expiry date that is 24 months from the date the SpinCo Shares commence trading on a recognized stock exchange (the “Listing Date“). The SpinCo Shares comprising part of the SpinCo Units will be subject to a six month contractual escrow period from the Listing Date. The SpinCo Shares issuable upon the exercise of the SpinCo Warrants will be subject to a twelve month contractual escrow period from the Listing Date. Management of the Company will have the opportunity to participate by purchasing SpinCo Units to the extent that SpinCo Unit Warrants are not exercised by TGOD shareholders .

The aggregate SpinCo Unit Warrants to be distributed to TGOD shareholders will be issued by SpinCo to TGOD pursuant to a transaction expense agreement to be entered into between the parties concurrently with the Arrangement Agreement, pursuant to which TGOD will fund SpinCo’s transaction costs in connection with the Arrangement in the amount of $200,000 . A repayable loan from TGOD to SpinCo is no longer contemplated by the parties. Similarly, the previously disclosed 25 year warrants to be issued to TGOD are also no longer being contemplated. TGOD will have no ownership rights in SpinCo after the Spin-off.