Green Organic Dutchman Completes Merger With BZAM Cannabis

The Green Organic Dutchman Holdings Ltd. TGODFTGOD has completed the transaction whereby TGOD will acquire all of the issued and outstanding common shares of BZAM Holdings Inc. from BZAM's sole shareholder, in exchange for common shares of TGOD. The transaction results in the BZAM shareholder holding an approximate 49.5% of the issued and outstanding combined entity shares, with the ability to earn additional combined entity shares subject to achievement of certain financial milestones in 2023.

Following the closing of the transaction, the company is now led by Matt Milich as CEO, supported by Sean Bovingdon as CFO, Jordan Winnett as CCO and Michel Gagne as COO. The board of directors of the company now consists of two new nominees from BZAM, being Tony Moschella and Keith Merker, who will join existing TGOD board members Angus Footman, remaining as chair of the board, Jacques Dessureault, Chris Schnarr, Louis Sterling III and Olivier Dufourmantelle.

In connection with the closing of the transaction, the company has agreed to amend the terms of its amended and restated credit agreement dated September 29, 2021, as amended, between The Green Organic Dutchman Ltd., a wholly-owned subsidiary of TGOD, and its Canadian lender. The agent and the borrower have agreed to enter into the fourth amendment to the credit agreement to incorporate the assets of BZAM into the security collateral and, among other things:

• Remove the reduction of the limit to revolving portion of the credit facility as a result of prepayment on the term portion of the credit facility;

• Amend the EBITDA financial covenant to take effect on April 30, 2023;

• Extend the maturity date of the credit facility to March 24, 2024;

• Introduce a 1.5% reduction of the interest rate upon achievement of three consecutive months of positive earnings before depreciation and amortization.

All other terms of the credit agreement not specifically amended will remain the same as before.

As consideration for the amendment, the company has agreed to issue a total of 7 million warrants to the agent and certain affiliates of the agent. Each warrant will entitle the holder to one common share of the company for a period of 60 months from the issue date of the warrants, at a price of $0.095 per warrant share.

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