The Green Organic Dutchman Holdings Ltd. TGODF TGOD, announced that in accordance with certain earn-out provisions relating to the company's acquisition of all of the issued and outstanding shares of Galaxie Brands Corporation on November 17, 2021, the company has released 1.14 million common shares of the company held in an indemnity escrow account upon closing of the transaction, to two vendors of the Galaxie shares. The remaining 7.42 million common shares of the company held in the indemnity escrow account will be returned to treasury and cancelled.
In addition, pursuant to the terms of the definitive agreement relating to the acquisition of all of the issued and outstanding common shares of BZAM Holdings Inc. by the company, which closed on November 3, 2022, an aggregate of 1.12 million common shares of the company will be issued to the company's largest shareholder, at a deemed issuance price of $0.596 per BZAM Share. Such BZAM shares will be issued in reliance on certain prospectus exemptions available under securities legislation and will be subject to a four-month plus one day statutory hold period.
One of the vendors and the shareholder are insiders of the company, and therefore the issuance of released shares to such vendor, and the BZAM issuance are considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions.
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