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Green Growth Brands Inc. has amended its share purchase agreement with Spring Oaks Greenhouses Inc., which was announced June 4. The transaction, which reduced the amount of cash paid in the deal, is now complete and brings GGB's ability to operate dispensaries up to 47 across three key states: Nevada, Massachusetts and Florida.

Under the new terms, the purchase price of $54.65 million (C$72.53 million), subject to certain post-closing purchase price adjustments, shall be a combination of:

  • A previously paid deposit of $1.35 million.
  • A cash payment at closing of $2 million.
  • A cash payment of $3 million due on Aug. 31, 2019.
  • The issuance of 7,289,145 common shares of GGB to the owners of Spring Oaks, valued at $17.1 million, a price of $2.35 per consideration shares.
  • The issuance of 8,094,210 common shares of GGB to the owners of Spring Oaks, valued at $14 million, a price of $1.72 per additional consideration shares.
  • The issuance of a two-year convertible secured promissory note for $11.4 million, with an interest rate of 15 percent, payable after the first year, and a maturity date of 24 months after closing. Upon maturity, the note can be converted by Spring Oaks into common shares of GGB at a conversion rate equal to $2.35 and secured by the Spring Oaks assets.
  • The issuance of a one-year convertible secured promissory note for $5.8 million., with an interest rate of 15 percent, simple interest, per annum, and a maturity date of 12 months after closing. Upon maturity, the note can be converted by Spring Oaks into common shares of GGB at a conversion rate of $1.72 and secured by the Spring Oaks assets.

In connection with the anticipated closing, GGB will pay a fee of $500,000 to Jeremy Giles for finder services, through a cash payment of $250,000 and common shares of GGB stock. GGB will also enter a consulting agreement with Giles for governmental relations services.

GGB is rapidly expanding its cannabis operations throughout the United States, including expanding throughout Nevada and a planned merger with cannabis operator Moxie in an all-stock transaction valued at $310 million. Its brands include CAMP, Seventh Sense Botanical Therapy, The+Source, Green Lily and Meri + Jayne. It also has a licensing agreement with Greg Norman to develop a line of CBD-infused personal care products.