OG DNA Genetics Inc. and Generic Gold Corp. Announce Proposed Reverse Takeover
OG DNA Genetics Inc. and Generic Gold Corp. Announce Proposed Reverse Takeover
Toronto, Canada -- (March 25, 2019) - OG DNA Genetics Inc. (“DNA”), a globally recognized leading
cannabis brand, and Generic Gold Corp. (CSE: GGC) (FSE: 1WD) (“ Generic Gold”) announced today
that they have entered into a letter of intent (the “ Letter Agreement”) pursuant to which, among other
things, DNA proposes to complete a reverse take-over of Generic Gold (the “Proposed Transaction”) and
the securityholders of DNA will hold substantially all of the outstanding securities of Generic Gold
following the Proposed Transaction (the “Resulting Issuer”).
“This is an important milestone for DNA, as we continue to expand the breadth and scope of our business
from both a product and geographic perspective,” said Charles Phillips, CEO of OG DNA Genetics. “This
transaction will help us to further build our brand and take advantage of opportunities to bring our expertise
in genetics and high quality standards to new and expanded markets.”
Details of the Proposed Transaction
It is anticipated that the Proposed Transaction will be structured as a three-cornered amalgamation that will
result in Generic Gold acquiring all of the issued and outstanding securities of DNA. The final structure for
the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Generic
Gold and DNA.
Pursuant to the Letter Agreement, 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:
• the execution of a definitive agreement between Generic Gold and DNA and related transaction
documents;
• Generic Gold will continue from the Province of Ontario into the Province of British Columbia and
will: (i) effect a capital restructuring (the “ Restructuring”) to (A) create a class of proportionate
voting or restricted voting shares having the same economic power (on an as -converted basis) as
the issued and outstanding common shares (“ Generic Gold Shares ”), and (B) consolidate the
Generic Gold Shares; (ii) approve the ad option of Articles under the Business Corporations Act
(British Columbia) which will effect the Restructuring; (iii) change its name; (iv) appoint MNP
LLP as auditors of Resulting Issuer; and (v) approve a new equity compensation plan (collectively,
all of the foregoing are referred to as the “ Shareholder Approval Matters ”). Pursuant to the
Restructuring, the authorized share capital of the Resulting Issuer will be amended to consist of an
unlimited number of common shares and a specified number of proporti onate voting or restricted
voting shares of the Resulting Issuer, with such rights privileges, restrictions and conditions as may
be determined by board of directors of DNA;
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• Generic Gold shall settle its outstanding indebtedness for the purpose of reducing the liabilities of
Generic Gold (the “ Liability Reduction”), such that immediately prior to closing the Proposed
Transaction, the aggregate liabilities of Generic Gold shall be limited to certain expenses incurred
in connection with the Proposed Transaction;
• all outstanding stock options to acquire Generic Gold Shares (the “Generic Gold Stock Options”),
common share purchase warrants outstanding to acquire Generic Gold Shares (the “ Generic
Gold Warrants”) and finder warrants outstanding to acquire Generic Gold Shares and Generic
Gold Warrants (the “Generic Gold Finders Warrants”) will be exercised to acquire Generic Gold
Shares or will be terminated without any payment of consideration therefor immediately prior to
closing the Proposed Transaction;
• all outstanding common shares of DNA (the “DNA Shares”), common share purchase warrants
outstanding to acquire DNA Shares and all securities convertible into DNA Shares shall be
exchanged for replacement securities of the Resulting Issuer, one -for-one on a pos t-
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 Letter Agreement, including obtaining
the requisite approval of DNA’s and Generic Gold’s securityholders.
Generic Gold has entered into an Option and Right of First Refusal Agreement w ith Nevada Zinc
Corporation (“Nevada Zinc”), dated March 14, 2019, whereby Nevada Zinc may purchase the shares of
the company affiliated to Generic Gold that holds Generic Gold’s Yukon properties (see the Company’s
press release dated June 29, 2017) (the “Yukon Subsidiary”) during the period ending March 14, 2020 at
a cost of $200,000. The purchase price may be paid in either cash or shares of Nevada Zinc at the discretion
of the Company. In addition, the Company has a right of first refusal expiring March 14, 2021 with regard
to the sale of the Yukon properties owned by Generic Gold or its affiliates. Prior to the closing of the
Proposed Transaction, Generic Gold shall also sell all of the issued and outstanding shares in the capital of
the Yukon Subsidiary subject to the agreement with Nevada Zinc.
It is anticipated that immediately following the completion of the Proposed Transaction, the only
shareholders that will hold greater than 10% of the issued and outstanding shares of the Resulting Issuer
will be Don Morris and Aaron Yarkoni, each of whom is anticipated to be a director and senior officer of
the Resulting Issuer.
Pursuant to the Proposed Transaction, the Generic Gold securityholders, immediately prior to the
completion of the Proposed Transaction and following the Restructuring, will hold 1,000,000 Generic Gold
Common Shares, post-consolidation and after the conversion of all outstanding convertible or exchangeable
indebtedness and securities, including the Generic Gold Stock Options, the Generic Gold Warrants and the
Generic Gold Finder Warrants.
Further details of the Proposed Transaction will be included in sub sequent news releases and disclosure
documents to be filed by Generic Gold in connection with the Proposed Transaction. It is anticipated that a
shareholder meeting of Generic Gold to approve all required matters in connection with the closing of the
Proposed Transaction will take place in the second quarter of 2019.
Trading in the Generic Gold Shares was halted by the Canadian Securities Exchange on March 25, 2019.
Pending completion of the Proposed Transaction, it is expected that the Generic Gold Shares will remain
halted for trading.
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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 (the “ Board”) is expected to be comprised of
seven representatives, all of whom will be nominated by DNA.
Listing
It is anticipated that Generic Gold will maintain the list ing of the Generic Gold Shares on the Canadian
Securities Exchange (the “ CSE”) following completion of the Proposed Transaction. The Proposed
Transaction represents a Fundamental Change as defined in the policies of the CSE, and will be subject to
CSE and shareholder approval. Listing of the Resulting Issuer will be subject to CSE approval.
About DNA Genetics
DNA was rooted in Los Angeles and founded in Amsterdam in 2004 by Don Morris and Aaron
Yarkoni. Over the last decade, DNA has built and curated a seasoned genetic library and developed proven
standard operating procedures for genetic selection, breeding, and cultivation. In a world that is increasingly
opening up to commercial cannabis activity, DNA is positioned to become the first, truly geographically -
diversified company with multiple partnerships with top-licensed producers and brands that have built their
companies and global presence utilizing the “Powered by DNA” model . For more information, please
visit www.dnagenetics.com.
About Generic Gold
Generic Gold is a Canadian mineral exploration company focused on gold projects in the Tintina Gold Belt
in the Yukon Territory of Canada. The Company’s exploration portfolio consists of nine projects with a
total land position of 37,877 hectares, all of w hich are 100% owned by Generic Gold. For information on
the Company’s property portfolio, visit the Company’s website at genericgold.ca.
For further information please contact:
OG DNA Genetics Inc.
Rezwan Khan, Director of Business Development
Generic Gold Corp.
Kelly Malcolm, President, CEO, and Director
Telephone: +1 (647) 299-1153
As noted above, completion of the Proposed Transaction is subject to a number of conditions; however,
there can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the managem ent information circular of Generic Gold
or the listing statement of the Resulting Issuer to be prepared in connection with the Proposed Transaction,
any information released or received with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon.
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Neither the Canadian Securities Exchange nor any securities regulatory authority has in any way passed
upon the merits of the Proposed Transaction nor accepts responsibility for the adequacy or accuracy of this
news release.
Forward-Looking Information and Statements
This press release contains certain “forward-looking information” and “forward-looking statements” within the meaning of
applicable Canadian and United States securities legislation. Such forward-looking information and forward -looking
statements are not representative of historical facts or information or current condition, but instead represent only Generic
Gold’s beliefs regarding future events, plans or objectives, many of which, by the ir nature, are inherently uncertain and
outside of Generic Gold’s control. Generally, such forward -looking information or forward -looking statements can be
identified by the use of forward -looking terminology such as “plans”, “expects” or “does not expect” , “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations
of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might”
or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward -looking information and forward -
looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction,
expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the
consummation of the Proposed Transaction will be satisfied, the timing for completing the Proposed Transaction,
expectations for the effects of t he Proposed Transaction or the ability of the combined company to successfully achieve
business objectives, expectations as to economic, business, and/or competitive factors.
By identifying such information and statements in this manner, Generic Gold is alerting the reader that such information and
statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level
of activity, performance or achievements of Generic Gold to be materially different from those expressed or implied by such
information and statements. In addition, in connection with the forward-looking information and forward-looking statements
contained in this press release, Generic Gold has made certain assumptions. Among the key facto rs that could cause actual
results to differ materially from those projected in the forward -looking information and statements are the following: the
ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and securityhol der approvals and
the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule;
the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with
regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political
conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government
regulation; an d the diversion of management time on the Proposed Transaction. Should one or more of these risks,
uncertainties or other factors materialize, or should assumptions underlying the forward -looking information or statements
prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed,
estimated or expected.
Although Generic Gold believes that the assumptions and factors used in preparing, and the expectations contained in, the
forward-looking information and statements are reasonable, undue reliance should not be placed on such information and
statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking statements contained in this press release are made as of
the date of this press release, and Generic Gold does not undertake to update any forward -looking information and/or
forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.
All subsequent written and oral forward- looking information and statements attributable to Generic Gold or persons acting
on its behalf is expressly qualified in its entirety by this notice.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPT
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.