Molecule Holdings Inc. Announces Entrance into Non-Binding Letter of Intent and Term Sheet with Canna-Day Regarding Acquisition and Private Placement of Units

Molecule Holdings Inc.

September 28, 2022TheNewswire – Molecule Holdings Inc. (CSE:MLCL) (OTC:EVRRF) (“molecule” or the “company“), a Canadian company focused on manufacturing cannabis beverages, announces today that it has signed a non-binding letter of intent (the “letter of intent’) for the purchase (the ‘acquisition“) from all issued and outstanding shares of Canna-Day Development Inc. (“Canna Day‘) by Canna-Day shareholders for a total purchase price of $750,000, resulting from the issuance of an aggregate of 15,000,000 common shares in the capital of the Company (the “common shares‘) at an assumed price of $0.05 per common share. One-half of the common shares issued in consideration for the purchase are subject to a one (1) year escrow period.

Completion of the Acquisition is subject to the satisfaction of certain conditions, including but not limited to: (i) satisfactory completion of each party’s due diligence; (ii) Canna-Day has no liabilities other than certain transaction costs; (iii) Completion of Financing (as defined below); (iv) obtaining all necessary regulatory and third party approvals, approvals and approvals that may be required in relation to the Acquisition and Financing, including without limitation the approval of the Canadian Securities Exchange (the “CSE”), if applicable, all approvals required by Health Canada and all approvals required under the Company’s existing outstanding debt documents, all such approvals, acceptances and approvals being made on terms and conditions acceptable to the Company; (v) Approval by the Board of Directors of the Company (the “blackboard“) to the final terms and conditions of the Acquisition as described in the Definitive Agreement Regarding the Acquisition; and (vi) certain other terms customary to transactions of this type.

Simultaneous funding

At the same time as the acquisition, the company proposes to do so a non-brokered private placement (the “financing‘, along with the acquisition, which ‘transaction’) of units (the ‘units‘ and one ‘Unit“) of up to an aggregate of $3,750,000 at a price of $0.05 per unit, each unit consisting of one common share and one-half common share purchase warrant (the “warrants‘ and each whole warrant, a ‘warranty”), resulting in the issuance of a total of up to 75,000,000 common shares and 37,500,000 warrants, pursuant to a non-binding term sheet entered into between the Company and Jean-Denis cote (the “term sheet“). Each full warrant may be issued for one common share (the “option stocks‘ and one ‘option stock’) at an exercise price of $0.10 per option share for a period of two years from the Financing Closing Date.

The Funding is being led by one or more of Canna-Day’s shareholders as lead investor(s) (collectively, the “Leading Investors‘) and is expected to include additional family members, friends and business associates of the Company.

Closing of the Financing is subject to the following conditions, among others: (i) a minimum of $3,500,000 is raised with the principal investors having a minimum investment of $2,000,000; (ii) the main investors are satisfied with their due diligence on the company; (iii) the holders of a number of outstanding debentures of the Company agree to certain terms and certain outstanding debentures of the Company are redeemed; (iv) all relevant corporate and regulatory approvals are obtained (including but not limited to required corporate approvals). approvals, CSE approval if required and Health Canada approval if required); (v) the appointment of Canna-Day’s current Chief Executive Officer as Chief Executive Officer of the Company, subject to the release of a CSE Form 3 by the CSE – Personal Information Form (“PIF’) and safety clearance by Health Canada; (vi) the appointment of a new independent Chairman of the Board and a candidate for the Board from Canna-Day to replace two existing Directors, with each appointment of the Board being subject to approval of a PIF by the CSE and obtaining a security clearance from Health Canada; and (vii) the entering into of an investor rights agreement between the Company and the Principal Investors which provides for certain nomination rights, approval rights, anti-dilution rights and add-on rights for the Board of Directors provided that the Principal Investors’ equity interests in the Company are above certain thresholds.

All securities issued in connection with the Financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and other resale restrictions prescribed by the policies of the CSE.

The Company intends to use the net proceeds of the Financing for working capital and general corporate purposes.

To the In addition Information, You’re welcome Contact:

Andre Audet, chairman and co-founder

Phone: 1 (888) 665-2853 x101

E-mail: [email protected]

www.molecule.ca

About Molecule Holdings Inc.

Molecule is a licensed manufacturer dedicated to producing cannabis-infused beverages for the Canadian market. We produce leading-edge beverages of the highest quality to provide opportunity and choice for people looking for a convenient and social way to consume cannabis. Molecule is focused on growing both our portfolio and the overall cannabis beverage market. We want to make sure people have the best opportunity to find the product and experience they are thirsting for.

Around Canna Day Development Inc.

Canna-Day is a beverage company that has developed a line of innovative cannabis-based beverages and was founded by a group of industry veterans. Canna-Day Chief Executive Officer Charles Crawford was the founder of Domaine Pinnacle and Ungava Spirits (now a division of Corby) which he grew into a Canadian leader in the craft cider and spirits industry with domestic and international distribution. Canna-Day’s other senior beverage industry executives include Jean-Denis Côté, founder of Groupe Paul Masson (now Arterra) and Tristan Bourgeois Cousineau, chief executive officer and founder of Groupe Triani/Thirsty Beverages.

Neither the CSE nor its regulatory service provider accepts responsibility for the adequacy or accuracy of this press release.

Warning and risk factors

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as of the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “expects” or “does not expect”, “is expected”, ” anticipated”) or “does not expect”, “plans”, “budgets”, “planned”, “forecast”, “estimates”, “believes” or “intends” or variations of such words and expressions or the statement that certain actions, Events or results “may” or “could”, “would”, “might” or “will” occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Forward-looking information contained in this press release includes: the Company’s and Canna-Day’s ability to complete the transaction on the terms and at the time or at all described herein; the Company’s and Canna-Day’s ability to obtain all required corporate and regulatory approvals, including board approvals, all required CSE and Health Canada approvals; the ability of Canna-Day’s management and board members to clear a PIF and obtain security clearance from Health Canada; the Company’s ability to obtain any necessary consents or agreements from the noteholders identified herein; the use of the proceeds from the financing.

The Company’s actual results could differ materially from those anticipated in this forward-looking information as a result of governmental decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions and other factors, many of which are beyond the Company’s control . In particular, there is a risk that: the transaction may not be completed on the terms and timing described herein or at all; the Company and Canna-Day may not be able to obtain required corporate and regulatory approvals, including board approvals, required CSE or Health Canada approvals; Canna-Day’s management and board members may not be able to release a PIF or obtain security clearance from Health Canada; there is a deterioration in market conditions such that the minimum amount of funding cannot be raised; Holders of debentures of the Company may not agree to the terms set out in the Term Sheet; the Company’s benefits of the Transaction, including the capitalization of the Company from the industry experience of Canna-Day’s directors, may not be realized; the use of proceeds from the financing may differ from the use of proceeds set forth herein. Additional risk factors can also be found in the Company’s most recent MD&A filed on SEDAR, which can be accessed here www.sedar.com.

The Company believes that the expectations reflected in the forward-looking information are reasonable, however, there can be no assurance that these expectations will prove to be correct and undue reliance should not be placed on such forward-looking information. Any forward-looking information contained in this press release represents the Company’s expectations as of the date of this release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

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