| To: Natedog who wrote (1208) | 11/5/2018 8:40:35 AM | | From: Rocket Red | | | | Golden Leaf to merge with Terra Tech----(TRTC) or 20.9322 cents per share
2018-11-05 08:35 ET - News Release
Shares issued 583,611,611
GLH Close 2018-11-02 C$ 0.225
Mr. Derek Peterson of Terra Tech reports
TERRA TECH CORP. AND GOLDEN LEAF HOLDINGS LTD. SIGN NON-BINDING LETTER OF INTENT TO MERGE
On Nov. 2, 2018, Terra Tech Corp., a vertically integrated cannabis-focused agriculture company, signed a non-binding letter of intent to merge with Golden Leaf Holdings Ltd. Under the terms of the letter of intent, a wholly owned subsidiary of Terra Tech will amalgamate with Golden Leaf, with the resulting amalgamated corporation being a wholly owned subsidiary of Terra Tech. Consummation of the transaction is subject to a number of conditions, including entering into a mutually agreed definitive arrangement agreement, completion of due diligence, the waiting period for the Hart-Scott-Rodino Act, state and local regulatory approvals, approval by the Ontario courts, Terra Tech board approval, Golden Leaf receiving a positive fairness opinion, Canadian Securities Exchange (the "CSE") approval and Golden Leaf shareholder and board approval.
The LOI provides that Golden Leaf shareholders will be entitled to receive 0.1203 common shares of Terra Tech for each common share of Golden Leaf held (the "Exchange Ratio"). Terra Tech currently has 79.2 million shares outstanding. As a condition of closing, Terra Tech will be required to list its shares on the CSE. Listing will be subject to satisfying all of the CSE's requirements. Upon closing, Derek Peterson will remain in his position as CEO, with William Simpson to become President of the combined company. All references to currency are in U.S. dollars, unless otherwise indicated. There is no assurance that the transaction will be consummated on the terms outlined above or at all. |
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| From: Rocket Red | 12/3/2018 10:17:01 AM | | | | | | paper pig now
GOLDEN LEAF HOLDINGS FAVORABLY RESTRUCTURES DEAL TERMS WITH TAHOE HYDROPONICS
Golden Leaf Holdings Ltd. has favorably restructured the deal terms in its definitive agreement with Tahoe Hydroponics Company and 11T Corp. The deal was originally announced on Aug. 13, 2018.
Under the terms of the revised agreement, Golden Leaf will acquire all Nevada and California assets of Tahoe for a consideration of approximately C$33 million (US$25 million), consisting of approximately C$5.3 million (US$4 million) in cash at closing, and the balance in Golden Leaf stock as outined in detail below. The original agreement had a total consideration of approximately C$52.4M, consisting of approximately C$11.1 million (US$8.5 million) in cash at closing plus that number of shares that equated to a value of C$41.3 million based on Golden Leaf's 20-day VWAP of C$0.2050 for the period ending August 10, 2018. Details of the stock component of the revised agreement is as follows: |
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