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SIMPLY SOLVENTLESS ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED CONVERTIBLE DEBENTURE FINANCING FOR GROSS PROCEEDS OF $6.0 MILLION & PROVIDES UPDATE ON CLOSING OF DELTA 9 BIO-TECH ACQUISITION
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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).
SSC Logo (CNW Group/Simply Solventless Concentrates Ltd.)
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.
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.
