Green Growth Brands Inc. (CNSX:GGB) entered into a definitive agreement to acquire Spring Oaks Greenhouses, Inc. for $54.7 million on June 3, 2019. Pursuant to the agreement, the purchase price, subject to certain post-closing purchase price adjustments, shall be satisfied through cash in the amount of $26.2 million, issuance of common shares of GCB in the aggregate amount of $17.1 million with a price of $2.35 per share and a convertible promissory note of $11.4 million. As of July 29, 2019, Green Growth Brands, Inc. has executed an amendment to the Share Purchase Agreement with Spring Oaks Greenhouses, Inc. pursuant to which, the purchase price for the shares of capital stock of Spring Oaks of $54.65 million, subject to certain post-closing purchase price adjustments, shall be satisfied by GGB at closing through a combination of: (i) a previously paid deposit of $1.35 million (ii) a cash payment at closing of $2 million, subject to certain adjustments identified in the Agreement; (iii) a cash payment of $3 million due on August 31, 2019; (iv) the issuance of 7,133,297 common shares of GGB (the "Consideration Shares") to the owners of Spring Oaks representing an aggregate amount of $17.1 million at a price of $2.39 per Consideration Shares; (v) the issuance of 8,094,210 common shares of GGB (the "Additional Consideration Shares") to the owners of Spring Oaks representing an aggregate amount of $14 million, at a price of $1.72 per Additional Consideration Shares; (vi) the issuance of a two-year convertible secured promissory note in the aggregate principal amount of US$11.4 million (the "Two-Year Note"); and (vii) the issuance of a one-year convertible secured promissory note in the aggregate principal amount of $5.8 million (the "One-Year Note"). The consideration shares are subject to lock up agreement for 16 months following the date of closing. As of July 23, 2019, Green Growth Brands will finance the transaction through the CAD 50.2 million ($37.3 million) proceeds of a public offering of its own 20.5 million shares. The transaction closing is subjected to regulatory approval, satisfactory due diligence by GCB and other customary closing conditions. The transaction is expected to close in August 2019. In connection with the transaction, Green Growth intends to pay a fee of $0.5 million to Jeremy Giles in full satisfaction and settlement of certain finder services performed on Green Growth’s behalf. Sean Coyle, Ari Gerstin and Zachary Kobrin of Akerman LLP acted as legal advisors to Green Growth. Green Growth Brands Inc. (CNSX:GGB) completed the acquisition of Spring Oaks Greenhouses, Inc. on July 29, 2019.