OG DNA Genetics Inc. and Generic Gold Corp. Announce Definitive Agreement

TORONTO, Sept. 17, 2019 (GLOBE NEWSWIRE) -- PRESS RELEASE -- OG DNA Genetics Inc., a globally recognized cannabis brand, and Generic Gold Corp. have announced that they have entered into a definitive agreement to complete their previously announced business combination. Upon completion of the proposed transaction, the securityholders of DNA will hold substantially all of the outstanding securities of Generic Gold, 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 and will: (i) effect a capital 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, 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; (ii) approve the adoption of articles under the Business Corporations Act (British Columbia) which will effect the restructuring; (iii) change its name to “OG DNA Holdings Inc.” or such other name as determined by DNA; (iv) appoint MNP LLP as auditors of resulting issuer; and (v) approve a new equity compensation plan.
• Subco will merge with and into the DNA, pursuant to which, among other things, all outstanding common shares of DNA 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 securityholders, 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  is expected to be comprised of seven representatives, all of whom will be nominated by DNA.

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