Email from Kurt - I was wrong
See below - looks like the total o/s including the warrants will be ~1.5b and not 2.2b as I had though. CANX is getting a TOTAL of 49% of the share structure after ALL warrants and not in addition to the previous warrants.
This means that we as PHOT shareholders own ~25% of the JV after full dilution and not the 15% I had thought.
I'm back in.
Kurt Divich (kurt@integrityir.com)
Sterling said,
"It is the second of the two scenario's."
On Thu, Nov 21, 2013 at 11:46 AM,
Hi Kurt,
In relation to Growlife and the 8k issued today. See below excerpt of phase 4. Does this mean that CANX will get a total of 49% of the outstanding shares when including all phases of the agreement or does this mean that CANX will get the 49% additional after consideration of the 440m in dilution from phase 3?
IE are we looking at 720m current o/s + 440m phase 3 warrants + ~1B additional warrants for phase 4 = ~2.2B total o/s including all warrants.
or...
720m current o/s + 440m phase 3 warrants + ~270m phase 4 shares = ~ 1.4B o/s including all warrants
Thank you
Phase Four: OGI Control Transfer. Upon OGI deriving eighty million dollars ($80,000,000) in gross revenue from OGI acquisitions that have been approved by the Parties, or completing forty million dollars ($40,000,000) in acquisitions (measured by gross purchase price consideration), GrowLife will issue additional Warrants to CANX to allow the purchase of additional Common Stock, at a maximum strike price of $0.033 per share, in an amount necessary to equal a total of forty nine percent (49%) of GrowLife‘s issued and outstanding capital stock, on a fully diluted basis, giving effect to the issuance and accounting for all prior Warrants earned by CANX, less eighty (80) million warrants from the Initial Warrants described in 2.c. above (the “Top Up Warrants”). Concurrently and expressly subject to the foregoing, OGI will issue equity in OGI to GrowLife in an amount sufficient to increase GrowLife’s total equity ownership in OGI to fifty one percent (51%) of the issued and outstanding equity ownership in OGI. For every additional one million dollars ($1,000,000) in new revenue generated/acquired by OGI beyond eighty million dollars ($80,000,000) in gross revenue, CANX will be awarded five hundred thousand (500,000) additional Warrants to purchase Common Stock at a maximum strike price of $.033 per share, capped at a maximum of fifty million (50,000,000) Warrants.
--
Kurt Divich
Senior Partner
Integrity Investor Relations
www.IntegrityIR.com
(702) 396-1000
Text: 702-327-4197
