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or for dissemination in the United
States./
CALGARY,
AB, July 17, 2024 /CNW/ -
Simply Solventless Concentrates Ltd. (TSXV: HASH)
("SSC") is pleased to announce that it has closed its
previously announced oversubscribed non-brokered private placement
of units ("Units") for gross proceeds of $3.85 million (the "Financing").
Jeff Swainson, President &
CEO of SSC, stated: "We would like to thank the Financing
participants for their continued belief in SSC, which resulted in
an oversubscribed Financing in a challenging market. This capital
is intended to fuel profitable revenue growth for our portfolio of
brands, including Astrolab, Frootyhooty, Lamplighter, Roilty, and
Zest, and to reduce cost of goods sold with the commissioning of
in-house hydrocarbon extraction. Continued execution and prudent
capital management are top priorities for our team, and we are
focused on bringing that ethos into the CannMart Inc. integration,
which is currently progressing as planned."
A total of 15,400,000 Units were issued at a price of
$0.25 per Unit. Each Unit consists of
one common share ("Common Share") and one-half of one common
share purchase warrant ("Warrant") of SSC, with each whole
warrant being exercisable for one Common Share of SSC at a price of
$0.40 per share for a period of two
years from the date of issue. If, at any time prior to the expiry
date of the Warrants, the closing price of the Common Shares on the
TSX Venture Exchange ("TSXV") is greater than
$0.40 for any 10 consecutive trading
days, SSC may, at SSC's discretion, and at any time going forward,
deliver a notice to the holders of Warrants accelerating the expiry
date of the Warrants to the date that is 30 days following the date
of such notice (the "Accelerated Exercise Period"). Any
unexercised Warrants shall automatically expire at the end of the
Accelerated Exercise Period.
As previously announced on June 25,
2024 in its News Release which is available on SSC's
SEDAR+ profile at www.sedarplus.ca, and on July 3, 2024, SSC intends to use the net proceeds
of the Financing to facilitate its services agreement with CannMart
Inc. and Lifeist Wellness Inc., to fund the acquisition of CannMart
Inc., and to commission in-house hydrocarbon extraction
equipment.
Finder's fees of $86,867 will be
paid in cash in relation to the Financing; $16,500 to Ventum Financial Corp., $52,367 to Canaccord Genuity Corp. and
$18,000 to Leede Financial
Inc.
116,000 Units for net proceeds of $29,000 were purchased by insiders of SSC. 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 Financing 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.
The closing of the Financing, including the payment of any
finder's fees, remains subject to the final approval of the
TSXV.
All securities issued under the Financing will be subject to a
hold period expiring four months and one day from the date of
issue. On a proforma basis, SSC is expected to have approximately
69.2 million Common Shares outstanding (basic), of which
approximately 22% will be held by insiders. Of SSC's outstanding
Common Shares, approximately 17.0 million (22%) are escrowed
pursuant to TSXV policies. Further details with respect to SSC's
escrowed securities can be found in SSC's filing statement dated
October 31, 2023 which is 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).
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" 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 use of
proceeds of the Financing, the opinions or beliefs of management,
profitable revenue growth, obtaining production efficiencies, cost
of goods sold cost reductions and receipt of final approval of the
TSXV. SSC cautions that all forward-looking statements are
inherently uncertain, and that actual performance may be affected
by a number of material factors, assumptions and expectations, many
of which are beyond the control of SSC, including expectations and
assumptions concerning SSC, 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. 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
Neither TSXV nor its Regulation Services Provider (as that term
is defined in the policies of the TSXV) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Simply Solventless Concentrates Ltd.