The Green Organic Dutchman Holdings Ltd. has entered into an agreement with a syndicate co-led by Canaccord Genuity Corp. and GMP Securities L.P. whereby the agents will sell on a commercially reasonable efforts private placement basis 6,100,000 Units of the Company at a price of C$1.15 per Unit for aggregate gross proceeds of up to C$7,015,000.

Each unit will consist of one common share of the company and one common share purchase warrant of the company.

Each Warrant is exercisable into one Common Share at the exercise price of $2.15 per share for a period of 24 months from the closing date of the offering. It is intended that the warrants will be transferable and will be subject to acceleration in the event that the volume weighted average price of the Common Shares is equal to or greater than $2.80 over a period of ten consecutive days.

The Common Shares and Warrants will be subject to a 6 month contractual escrow period from the date the Company’s common shares (or derivative thereof) are listed on an exchange (“Listing Date”). The Warrant Shares will be subject to a twelve-month contractual escrow period from the Listing Date. The Company intends to use the net proceeds of the Offering for advancing the Phase 1 expansion of the Company’s Cannabis cultivation facilities and for general working capital purposes. PHASE 1 EXPANSION Hybrid Expansion: A 125,000 sq. ft. state-of-the-art, automated, hybrid greenhouse facility Additional annual capacity of ~11,000KG’s Anticipated Q2 2018 initial harvest Enclosed Expansion: A 20,000 sq. ft. state-of-the-art indoor facility Additional annual capacity of ~2,000KG’s Anticipated Q2 2018 initial harvest Following the completion of the Phase 1 expansion, TGOD’s production capacity is expected to be ~14,000KG’s annually. The Company has built a team of highly experienced power, energy optimization and construction professionals to ensure this expansion is delivered not only on-time and on-budget but also completed to the highest possible standards, potentially setting a new standard for our industry.

The Company’s presentation materials can be found online at www.tgod.ca Closing of the Offering is expected to occur on or about March 22, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the securities regulatory authorities.