The Green Organic Dutchman announces acquisition of BZAM Cannabis

TORONTO and VANCOUVER — The Green Organic Dutchman Holdings Ltd., a sustainable Canadian cannabis company and leading manufacturer of organically grown cannabis, and BZAM Holdings, a privately owned producer of cannabis flower and 2.0 products, announce that they have entered into a binding and definitive share exchange agreement dated October 18, 2022 with BZAM’s sole shareholder, pursuant to which TGOD will acquire all of the issued and outstanding common shares of BZAM from the BZAM Shareholder, in exchange for common shares of TGOD. The Transaction will result in the BZAM Shareholder ultimately holding an approximate 49.5% of the issued and outstanding Combined Entity Shares upon closing of the Transaction, with the ability to earn additional Combined Entity Shares subject to achievement of certain financial milestones in 2023. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.

The combined entity resulting from the Transaction is estimated to be the sixth largest Canadian cannabis company based on June to August 2022 retail sales, with scale and breadth across major provinces and a complete portfolio of market leading brands and products. BZAM and TGOD each believe the Transaction is expected to provide strategic and financial benefits, including those outlined below.

TGOD and BZAM generated $30.2 million and $32.2 million, respectively, of net revenue in calendar 2021, and $31.6 million and $32.7 million, respectively, of net revenue from January to September 2022. The Combined Entity generated $85.7 million pro forma unaudited net revenue for the 12 months leading to September 2022.

The Combined Entity will serve Canadian consumers with a complete portfolio of flower and 2.0 products.

The Combined Entity will have local production presence in a variety of provinces, and reportedly has over 400 listed SKUs across Canada.

“This is an exciting day for both companies, for our employees, and for our consumers. We are bringing together two rapidly growing companies that share a passion for cultivation, innovation and brand development,” said Mr. Bovingdon. “Our highly complementary businesses in terms of production footprints, products and distribution networks create a Combined Entity with a leading branded product portfolio along with significant synergies across our operations.”

“We are looking forward to bringing together TGOD’s organic flower and hash with our crowd pleasing vapes and the exceptional flower of our craft partners, including Dunn Cannabis and FRESH,” added Mr. Milich.(2) “Together, we expect to expand on what we have each accomplished so far, as we build a strong, EBITDA-positive cannabis company.”