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CALGARY,
AB, Feb. 13, 2025 /CNW/
- Simply Solventless Concentrates Ltd. (TSXV: HASH)
("SSC" or the "Company") is pleased to announce that
it has closed the previously announced non-brokered financing (the
"Offering") (see Offering announcement) of secured
convertible debenture units (the "Debenture Units") for
gross proceeds of $6.0 million,
inclusive of a $1.0 million
oversubscription. $375,000 of the Offering was subscribed by
insiders. SSC also wishes to provide an update on the timing of
closing for the Delta 9 Bio-Tech ("Bio-Tech") acquisition
(see Bio-Tech acquisition announcement).
Jeff Swainson, SSC President
& CEO stated: "We would like to thank Plaza Capital and all
Offering participants for their confidence in our high-impact
growth strategy, which will be further fuelled by the proceeds from
the Offering. As we move forward, we are steadfastly focused on our
exciting Q1 2025 product launches to support organic revenue
growth, and the high grading of our pipeline of accretive
acquisition opportunities."
Aaron Eisenberg, Partner with
Plaza Capital stated: "After years of investing in Canada's cannabis industry, Plaza is acutely
aware of its unique challenges. In the face of these challenges,
SSC's management team created significant opportunities, delivered
exceptional results, and strategically positioned the Company for
further profitable growth. We are proud to support SSC with our
$3.0 million lead investment which we
are confident will further unlock their highly differentiated value
proposition."
The Offering
The proceeds from the Offering are expected to be used to fund
the outstanding purchase price for the Bio-Tech acquisition in the
amount of $2,250,000, to further
strengthen SSC's balance sheet and for general working capital
purposes.
6,000 Debenture Units were issued pursuant to the Offering at a
price of $1,000 per Debenture Unit.
Each Debenture Unit is comprised of one $1,000 principal value secured convertible
debenture of SSC ("Debentures") and 1,000 common share
purchase warrants of SSC (the "Warrants"). The Debentures
are convertible into SSC common shares ("Common Shares") at
$1.00 per Common Share at the option
of the holder and at any time during the term of the Debentures.
Interest accrues on the Debentures at 11% per annum, which interest
is payable quarterly in cash by SSC. The Debentures mature on the
date which is 48 months from the closing date and are secured by
all present and after acquired property of SSC and its
subsidiaries.
A total of 6,000,000 Warrants were issued pursuant to the
Offering. Each Warrant is exercisable for one Common Share at a
price of $1.20 per Common Share for a
period of four years from the closing date. The Debentures,
Warrants and underlying Common Shares are subject to a hold period
of four months and one day from the closing date.
On closing of the Offering, SSC paid a 7% cash finder's fee to
Canaccord Genuity Corp., Ventum Financial Corp. and Research
Capital Corporation in the aggregate amount of $69,650 in respect of the subscribers referred to
the Offering by such finders.
An aggregate of 375 Debenture Units were purchased by insiders
of SSC in the Offering. Debenture Units acquired by insiders are
considered "related party transactions" for the purposes of
National Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). SSC was
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 in reliance on sections 5.5(a) and
5.7(1)(a) of MI 61-101. SSC did not file a material change report
in respect of the related party transaction 21 days prior to the
closing of the Offering as the details of the participation of
insiders had not been confirmed at that time. Further details will
be provided in a material change report to be filed by SSC
subsequent to the dissemination of this press release.
UPDATE ON CLOSING OF Bio-Tech Acquisition
The Company has received TSXV conditional approval for the
closing of the Bio-Tech acquisition; and although the acquisition
remains subject to the satisfaction of certain outstanding
conditions precedent, the Company is in a position to close the
Bio-Tech acquisition imminently and will provide an update once a
closing date has been determined.
For more details regarding the Offering and the Bio-Tech
acquisition, see SSC's press releases dated January 28, 2025 and December 30, 2024 respectively, which are both
available on SSC's SEDAR+ profile at www.sedarplus.ca.
About Simply Solventless Concentrates Ltd.
SSC is a public company incorporated under the Business
Corporations Act (Alberta)
that trades on the TSXV under the ticker symbol HASH. SSC's mission
is to provide pure, potent, terpene-rich ready to consume cannabis
products to discerning cannabis consumers.
For more information regarding SSC, please see
www.simplysolventless.ca.
Notice on Forward Looking Information
This press release contains forward-looking statements and
forward-looking information (collectively, "forward-looking
statements") within the meaning of applicable securities laws. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "will", "estimates",
"believes", "intends", "expects", "projected", "approximately" and
similar expressions which are intended to identify forward-looking
statements. More particularly and without limitation, this press
release contains forward looking statements concerning the benefits
of the Offering, the use of proceeds of the Offering, upcoming
product launches and the expected closing date of the Bio-Tech
acquisition. SSC cautions that all forward-looking statements are
inherently uncertain, and that actual performance may be affected
by a number of material risks, factors, assumptions and
expectations, many of which are beyond the control of SSC,
including expectations and assumptions concerning SSC, the ability
to secure adequate financing on terms acceptable to SSC, the
ability to maintain relationships with customers, employees and
suppliers, the timing and market acceptance of products,
competition in SSC's markets, SSC's reliance on customers,
fluctuations in interest rates, SSC's ability to maintain good
relations with its customers, employees and other
stakeholders, changes in law or regulations, SSC's ability to
protect its intellectual property, as well as other risks and
uncertainties, including those described in SSC's filings available
on SEDAR+ at www.sedarplus.ca. The reader is cautioned that
assumptions used in the preparation of any forward-looking
statements may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted as a
result of numerous known and unknown risks, uncertainties and other
factors, many of which are beyond the control of SSC. The reader is
cautioned not to place undue reliance on any forward-looking
statements. The reader is further cautioned that there is no
guarantee that the Bio-Tech acquisition will close at all or on the
proposed terms and the closing of the Offering remains subject to
the final approval of the TSXV. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in this
press release are expressly qualified by this cautionary
statement.
The forward-looking statements contained in this press release
are made as of the date of this press release, and SSC does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by securities law.
SOURCE Simply Solventless Concentrates Ltd.
