TORONTO – OG DNA Genetics Inc. (“DNA”), a globally recognized leading 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 complete their previously announced business combination (the “Proposed Transaction”). Upon completion of the Proposed Transaction, the security 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 of DNA. A copy of the Definitive Agreement will be made available on Generic Gold’s SEDAR profile at www.sedar.com.
Details of the Proposed Transaction
Pursuant to the Definitive Agreement entered into among DNA, Generic Gold and 1222150 B.C. Ltd., a wholly-owned subsidiary of Generic Gold (“Subco”), and upon the satisfaction or waiver of the conditions set out therein, the following, among other things, 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) effect a capital restructuring (the “Restructuring”) to (A) create a class of restricted voting shares having the same economic power (on an as-converted basis) as the issued and outstanding common shares (“Generic Gold Shares”), and (B) consolidate the Generic Gold Shares such that the aggregate number of Common Shares outstanding post-consolidation be no greater than 1,000,000 (the “Generic Share Consolidation”); (ii) approve the adoption of Articles under the Business Corporations Act (British Columbia) which will effect the Restructuring (the “Share Structure Amendment”); (iii) change 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 plan (collectively, all of the foregoing are referred to as the “Shareholder Approval Matters”).
Subco will merge with and into the DNA, pursuant to which, among other things, all outstanding common shares of DNA (the “DNA Shares”) and all securities convertible into DNA Shares shall be exchanged for replacement securities of the Resulting Issuer, one-for-one 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 subject to the conditions set out in the Definitive Agreement, including but not limited to obtaining the requisite approval of DNA’s and Generic Gold’s security holders, completion of a brokered private placement in such amount as is necessary to satisfy the minimum listing requirements of the Canadian Securities Exchange (“CSE”), and completion by Generic Gold of the Continuance, the Generic Share Consolidation, the Name Change, 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 occur in Q4 2019, it is expected that the Generic Gold Shares will remain 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 Research Officer. The Resulting Issuer’s board of directors (the “Board”) is expected to be comprised of seven representatives, all of whom will be nominated by DNA.
The Proposed Transaction is conditional upon the Resulting Issuer’s common shares being listed on the CSE. Listing will be subject to satisfying the CSE’s listing requirements.
About DNA Genetics
DNA was rooted in Los Angeles and founded in Amsterdam in 2004 by Don Morris and Aaron Yarkoni. Over the last decade, DNA has built and curated a seasoned genetic library and developed proven standard operating procedures for genetic selection, breeding, and cultivation. In a world that is increasingly opening up to commercial cannabis activity, DNA is positioned to become the first, truly geographically-diversified company with multiple partnerships with top-licensed producers and brands that have built their companies and global presence utilizing the “Powered by DNA” model.
About Generic Gold
Generic Gold is a Canadian mineral exploration company 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.