Green Growth Brands Inc. (CNSX:GGB) entered into a securities acquisition agreement to acquire MXY Holdings, LLC, PurePenn, LLC and Pure CA, LLC for $310 million on July 8, 2019. As part of the transaction, GGB will acquire the issued and outstanding units of MXY Holdings, shares of MXY C, INC. and MXY D, INC., Delaware entities within the Moxie structure and interests in two entities, PurePenn LLC and Pure CA, LLC, with which Moxie has current acquisition agreements. The aggregate consideration for the Series A Units and Series B Units, the MXY C shares, MXY D shares and, if applicable, the Pure CA share and the PurePenn Shares shall be equal to $310 million. MXY D holds the requisite outstanding principal amount of Debentures to cause the amendment of the debentures to provide for the conversion of the debentures into Units of MXY Holdings immediately prior to the closing of the acquisition of the Units pursuant to the agreement. The transaction is structured to include the formation of GGB LP, a new Ontario limited partnership of which GGB will be the general partner, with the operating companies of GGB being placed under the partnership. As part of the transaction, Moxie has agreed to make available a loan of $5 million to GGB in order to fund certain pending acquisitions and the parties have agreed to enter into a distribution agreement. The equity purchase price of the transaction is $310 million and will be satisfied through the issuance of either GGB Common Shares or Exchangeable LP Units. Payment of the purchase price will be satisfied through the issuance of common shares of GGB (the GGB Common Shares) and exchangeable limited partnership units in GGB LP (Exchangeable LP Units) as follows: (i) through the issuance of GGB Common Shares to the shareholders of MXY C and MXY D; (ii) through the issuance of either GGB Common Shares or Exchangeable LP Units to the unitholders of Moxie; and (iii) through the issuance of Exchangeable LP Units to the holders of the Pure Entities. The Exchangeable LP Units are exchangeable into GGB Common Shares on a one-for-one basis for no additional consideration; however, the Exchangeable LP Units may not be exchanged for GGB Common Shares for the first year following the closing of the transaction. Subject to the terms and conditions set out in the agreement, if either party terminates as a result of a significant breach by the other party, the breaching party will pay a termination fee of $10 million or if the agreement is terminated by Moxie in the event of an Opinion Termination, it will pay GGB a termination fee of $10 million. If the agreement is terminated by GGB in the event of an Acquisition Termination, GGB will pay to Moxie a termination fee of $17.5 million. GGB will satisfy payment of its termination fee, in either case, in GGB Common Shares, and Moxie will satisfy payment of its termination fee, in either case, through forgiveness of the Loan and a cash payment. On closing, the controlling members of Moxie will be entitled to nominate two Directors of GGB and, in connection with the foregoing, MXY Holdings and certain shareholders of GGB, will enter into a nomination rights and voting agreement with respect to matters relating to the nomination and election of such nominees. Management of Moxie will continue to lead the company as part of GGB, with key management joining GGB. The closing is subject to the satisfaction of various closing conditions, including receipt of all necessary regulatory approval for the transfer of the cannabis-related licenses of Moxie by local and state authorities in each of the markets where Moxie’s assets and licenses are held; approval from the Canadian Securities Exchange for the listing of GGB Common Shares issuable in connection with the Transaction (including the GGB Common Shares issuable upon the exchange of the Exchangeable LP Units); that all required securityholder approval for Moxie, MXY C and MXY D is received , Lock-Up Agreements have been entered into GGB shall have received executed employment agreements, satisfactory to GGB acting reasonably, from, execution of employment agreements, resignation of managers and directors of MXY Holdings and, that all documents required in connection with the transfer of Moxie, MXY C and MXY D securities have been delivered to GGB. Both companies’ Board of Directors have determined that the proposed transaction is in the best interests of their respective companies. The transaction has received unanimous approval by the Board of Directors of MXY Holdings. The closing of the transaction is expected to occur within the following six months. As on August 22, 2019 the transaction is expected to close prior to January, 2020. As of December 18, 2019, Green Growth Brands Inc. (CNSX:GGB) cancelled the acquisition of MXY Holdings, LLC. There is no break fee to be paid in connection with this termination. Green Growth Brands has agreed to repay the advance of US$5 million by January 31, 2020 and to reimburse Moxie US$4 million in deal fees on or before July 1, 2020, with both payments to be made in cash. Canaccord Genuity Corp. has delivered a fairness opinion to the Board of Directors of GGB, and Eight Capital has delivered a fairness opinion to the board of managers of Moxie. Canaccord Genuity Corp. acted as financial advisor and Norton Rose Fulbright Canada LLP and Sean Coyle, Ari H. Gerstin and Zachary R. Kobrin of Akerman LLP acted as legal advisors to GGB. Eight Capital acted as financial advisor and Dorsey & Whitney LLP, Fox Rothschild LLP and Dentons Canada LLP acted as legal advisors to Moxie.