Green Growth Brands to Acquire Option for Medical and Retail Dispensary in Henderson, Nevada
Potential Acquisition Would Add to GGB’s Expanding Nevada Operations
COLUMBUS, OH, Dec. 14, 2018 /PRNewswire/ – Xanthic Biopharma, Inc. d/b/a Green Growth Brands (CSE: GGB) (GGB or the Company) announced today that it has agreed to accept an irrevocable option (the Henderson Option) to acquire all of the membership interests of Henderson Organic Remedies, LLC (Henderson Organic) together with the right to all of Henderson Organic’s free cash flow until exercise of the Henderson Option in consideration of the issuance of (i) a secured loan (the Loan) in the principal amount of USD$15,485,000 (CAD$20,752,000) and (ii) a common share purchase warrant (the Warrant) exercisable for 7,609,746 common shares of GGB in the aggregate. Henderson Organic operates a 2,693 square foot medical and retail marijuana dispensary facility located in Henderson, NV. In connection with these transactions, HOR Holdings LLC (HOR Holdings) is expected to acquire (the Henderson Acquisition) all of the membership interests of Henderson Organic.
The completion of the Henderson Acquisition and the exercise of the Warrant (which is intended to be satisfied by the issuance of the Henderson Option to GGB) are expected to occur in the first half of 2019 and remain subject to state and municipal regulatory approval and customary conditions of closing. The proposed transactions have been structured to comply with both local and state laws and GGB anticipates exercising the Henderson Option immediately following the later of (i) a change in applicable laws and (ii) the completion of the Henderson Acquisition. The Loan, which was issued on December 13, 2018 to certain members of Henderson Organic, has a maturity date of May 4, 2019, bears interest at a simple annual rate of 6% and is secured against (i) a portion of the payment obligation of Nevada Organic Remedies LLC (NOR), a GGB subsidiary, in favor of the borrowers under the Loan (which portion is equal to the principal amount and accrued interest under the Loan) and (ii) all membership interests of HOR held by the borrowers under the Loan. The Warrant, which was issued to HOR Holdings LLC on December 13, 2018, expires on December 31, 2019 and vests only upon completion of Henderson Acquisition. Once vested, the Warrant is exercisable for an aggregate of 7,609,746 common shares of GGB at an exercise price of CAD$3.16 per share (reflecting the GGB price per share as of the close of trading on December 12, 2018).
GGB currently operates The+Source, the premier Cannabis store in Las Vegas, NV, as well a cultivation and production facility in Las Vegas. The Nevada Department of Taxation awarded GGB seven retail cannabis dispensary licenses on December 5, and the Company recently announced an acquisition regarding expanding its operations into Massachusetts and the acquisition of a cultivation facility in Pahrump, Nevada.
About Green Growth Brands
Green Growth Brands expects to dominate the cannabis and CBD market with a portfolio of emotion-driven brands that people love. Led by Peter Horvath, the GGB team is full of retail and consumer packaged goods experts with decades of experience building successful brands. Join the movement at GreenGrowthBrands.com.
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