Molecule Holdings Inc. Announces Issuance of Partial Revocation Order and Further Details Regarding Debenture Amendments and Private Placement

In This Article:

LANDSDOWNE, ON, May 6, 2024 /CNW/ - Molecule Holdings Inc. (CSE: MLCL) ("Molecule" or the "Company"), a Canadian craft-focused cannabis beverage production company, today announces that on May 3, 2024 (the "Issue Date"), the Ontario Securities Commission (the "OSC"), as principal regulator of the Company, issued an order (the "Partial Revocation Order") partially revoking the "failure to file" cease trade order ("FFCTO") issued by the OSC on March 5, 2024.

The FFCTO was issued as a result of the Company's delay in filing its annual financial statements, management's discussion and analysis and related officer certifications for the year ended October 31, 2023 (collectively, the "Annual Filings") pursuant to National Instrument 51-102 - Continuous Disclosure Obligations. It is currently expected that the Annual Filings, as well as the Company's interim financial report, interim management's discussion and analysis, and certifications of the interim filings for the three months ended January 31, 2024 (the "Interim Filings"), will be completed prior to the end of July.

The Partial Revocation Order permits the Company to:

      1. amend the terms of outstanding unsecured debentures issued by the Company in the aggregate principal amount of $3,140,000 (the "Unsecured Debentures") that will result in, following the completion of the amendments, each holder of Unsecured Debentures converting such Unsecured Debentures into common shares in the capital of the Company, which would satisfy the outstanding principal amount and accrued and unpaid interest owing pursuant to the Unsecured Debentures in full (the "Amendment Transaction"); and

      2. complete a non-brokered private placement offering of up to $300,000 (the "Proposed Financing") following completion of the Amendment Transaction.

The Company intends to use the proceeds from the Proposed Financing, if any, towards (i) the payment of outstanding fees owed for regulatory, stock exchange and late filing fees with respect to the Annual Filings and Interim Filings, (ii) accounting, audit, bookkeeping and professional fees associated with the preparation and filing of the relevant continuous disclosure documents and completion of the Amendment Transaction and the Proposed Financing, and (iii) legacy accounts payable, operational and contractual commitments, other operating expenses and general corporate purposes. Further details regarding the Proposed Financing will be provided as appropriate.