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A copy of the Arrangement Agreement will be available on SEDAR+ under each of SSC's profile and CanadaBis' profile at www.sedarplus.ca.

ABOUT SSC & CANADABIS

TRANSACTION HIGHLIGHTS

• Structure: SSC will acquire all of the issued and outstanding shares of CanadaBis pursuant to the Arrangement Agreement and court approved plan of arrangement.

• Consideration to CanadaBis Shareholders: 22,500,000 SSC common shares, amounting to 17.2% of the 130,714,466 proforma basic common shares of SSC outstanding. Approximately 3.0 million CanadaBis options will be cancelled prior to closing, and approximately 2.4 million CanadaBis options will be exchanged for 0.4 million SSC options at a weighted average exercise price of $1.31 per SSC share.

• CanadaBis Valuation: $16.0 million at SSC's 30-day volume weighted common share price of $0.71/share, equating to $0.116 per CanadaBis common share.

• CanadaBis Assets: Through the Transaction, SSC will indirectly acquire all of CanadaBis's assets, including but not limited to provincial product listings, intellectual property, assets (including land, facility, and buildings ("Real Property")), facility equipment, security systems, and Health Canada licences. As at October 31, 2024, CanadaBis net assets were $8.4 million.

• Working Capital: CanadaBis expects to have $2.0 million net working capital at closing (reducing net transaction consideration to $14.0 million).

• Escrow Agreement: Approximately 67% of the SSC common shares issued to CanadaBis shareholders will be held in escrow (the "Escrow Shares"), with 1/3 of the Escrow Shares being released from escrow every six months after closing.

• Travis McIntyre as Chief Operating Officer ("COO") of SSC: Travis McIntyre, CanadaBis' President & Chief Executive Officer, will be appointed to the role of COO of SSC at closing. Mr. McIntyre will step down from his role with CanadaBis. Murray Brown, SSC's current COO, will assume the role of Chief Integrations Officer at closing, focused on integrating acquisitions, restructuring, and corporate services.

• Board Seat: Shane Chana, CanadaBis' Chief Financial Officer, will join SSC's board of directors at closing and step down as an officer of CanadaBis.

• Board Approval: The Transaction has been unanimously approved by the Board of Directors of SSC and the Board of Directors of CanadaBis.

• TSXV & Shareholder Approval: The Transaction will be subject to the approval by 66 2/3% of CanadaBis shareholders at a special meeting of CanadaBis shareholders and subject to the receipt of certain regulatory, court, and TSXV approvals, and other closing conditions customary in transactions of this nature.

• CanadaBis Support Agreements: CanadaBis shareholders representing 67.0% of the CanadaBis issued and outstanding common shares have entered into support agreements to vote in favour of the Transaction.

• Transaction Termination Fee: The Arrangement Agreement provides that, under certain circumstances where the Transaction is not completed, CanadaBis will be subject to a termination fee payable to SSC in the amount of $1,200,000.

• Advisors: Stikeman Elliott LLP is acting as legal advisor to SSC and Borden Ladner Gervais LLP is acting as legal advisor to CanadaBis.

BENEFITS FOR CANADABIS SHAREHOLDERS

• CanadaBis Share Premium: CanadaBis shareholders are expected to receive a premium of 78% to the CanadaBis 30-day VWAP of $0.065/share (see "CANADABIS TRANSACTION METRICS" below).

• Valuation: Using CanadaBis 30-day VWAP of $0.065, CanadaBis shareholders receive a strong valuation of 5.9x current adjusted EBITDA of $2.7 million (see "SSC TRANSACTION METRICS" below), 79% higher than Canadabis' current adjusted EBITDA multiple of 3.3x.

• Synergies & Growth: The expected synergies and competitive advantages developed as a result of the Transaction are anticipated to facilitate strong growth and value creation for CanadaBis and its shareholders going forward.

• Track Record of Results: Sound and strategic execution coupled with capital stewardship led to SSC recently placing on the 2025 TSX Venture 50™ list of the top 50 performing companies on the TSXV, providing a respected platform for future continued growth.

BENEFITS FOR SSC SHAREHOLDERS

• All Share Deal: The structure of 100% equity eliminates the need for a financing by SSC and demonstrates the strong belief that CanadaBis has in the combined company's business plan and growth prospects.

• Accretive on Per Share Basis: The Transaction adds approximately 44% to fully diluted proforma normalized net income per share (post integration). See "PROFORMA SSC & CANADABIS INCOME STATEMENT FIGURES" below.

• Attractive Valuation Metrics: SSC acquires a consistently profitable licensed producer at 5.9x CanadaBis Q1 2025 annualized adjusted EBITDA of $2.7 million and 2.3x estimated post integration adjusted EBITDA of $7.0 million. Net of total net assets received and estimated post integration adjusted EBITDA of $7.0 million, the adjusted EBITDA multiple is approximately 1.1x.

• Net Asset Value: SSC consolidates high value CanadaBis assets, including its owned Real Property and state of the art processing facility.

• Track Record of Results: CanadaBis has demonstrated strong execution, with thirteen straight quarters of positive adjusted EBITDA and net income in eleven of the past twelve quarters. These results demonstrate strong execution ability.

BENEFITS FOR ALL SHAREHOLDERS & OPERATING SYNERGIES

• Proforma Revenue & Adjusted EBITDA & Critical Mass: Expected Q2 2025 proforma revenue of approximately $100.7 million and proforma adjusted EBITDA of approximately $22.1 million (see "PROFORMA SSC & CANADABIS INCOME STATEMENT FIGURES" below) provides the critical mass to leverage core competencies organization wide, and to capitalize on unique strategic positioning within the Canadian cannabis industry with access to capital, exceptional results, and a track record of organic revenue growth and accretive acquisitions.

• Proforma Key Category Market Share: Approximately #2 in concentrates, #5 in prerolls, and #19 in vapes in Canada, excluding Quebec. Based on Headset data and internal estimates.

• Synergies: SSC and CanadaBis expect annual cost saving synergies totalling approximately $5.0 million, and approximately $7.0 million of annual adjusted EBITDA of CanadaBis post capture of these expected synergies. Expected synergies include but are not limited to manufacturing efficiencies, facility rationalizations, and G&A cost reduction (including public company costs).

• Team: A combined leadership team with extensive depth of cannabis industry knowledge, operational execution ability, and capital markets experience to drive long-term sustainable shareholder value.

• Complimentary Manufacturing & Production Capabilities:

  • Hydrocarbon Extraction: SSC currently sells hydrocarbon concentrate products through its Roilty, Zest, Lamplighter, and Frootyhooty brands, the production of which is currently outsourced. CanadaBis produces hydrocarbon concentrates at scale, allowing SSC to bring these products in-house, increasing quality and facilitating organic revenue growth.

  • SSC will halt its previous plans for installation of hydrocarbon extraction at its Massive Hash Factory facility, resulting in substantial capital cost savings.

  • Preroll Production: CanadaBis outsources the vast majority of its preroll production, which will now be completed by SSC's wholly owned subsidiary ANC Inc., increasing profit margins, product quality, and facilitating organic revenue growth.

  • Dried Flower Cultivation: CanadaBis sells dried flower offerings, which will now consolidate under SSC's wholly owned subsidiary Humble Grow Co., increasing profit margins and product quality.

• Location: The CanadaBis facility is located within one hour of two SSC facilities in Alberta, aiding logistics and efficiency.

• Inventory Velocity: Complimentary sales, manufacturing, and production is expected to lead to further increase in inventory turnover.

• Customer Relationships: The combined depth and breadth of customer relationships will enable a coordinated market penetration strategy towards enhanced brand recognition and expanded market share.

SSC HISTORIC FINANCIAL FIGURES (UNAUDITED)

The table below contains references to adjusted EBITDA and forward-looking information, which is a non-IFRS measure. See "Non-IFRS Financial Measures" and "Notice on Forward Looking Information" below.

• SSC Revenue: Q4 2024 annualized guidance $47.2 million. Current annualized run rate approximately $65.0 million.

• SSC Adjusted EBITDA: Q4 2024 annualized guidance $11.8 million. Current annualized run rate approximately $14.8 million.

• SSC Net Income: Q4 2024 annualized guidance $10.4 million. Current annualized run rate approximately $12.2 million.

• Net Income History: SSC has generated normalized net income profitability for 8 of the last 8 quarters, and positive adjusted EBITDA in the last 9 quarters.

• Current Assets: Approximately $36.0 million at February 28, 2025.

• Current Liabilities: Approximately $16.0 million as at February 28, 2025.

• Working Capital: Approximately $20.0 million as at February 28, 2025.

• Property & Equipment: Approximately $9.6 million as at February 28, 2025.

• Net Assets & Shareholders' Equity: $47.6 million as at February 28, 2025.

• Total Long-Term Debt: $6.7 million as at February 28, 2025 (including $6.0 million from closing of the previously announced secured convertible debentures issued in February 2025.)

CANADABIS HISTORIC FINANCIAL FIGURES

• CanadaBis Revenue: $30.4 million for the audited twelve months ended July 31, 2024 ("FY 2024"). $38.4 million annualized for the unaudited three months ended October 31, 2024 ("Q1 2025").

• CanadaBis Adjusted EBITDA: FY 2024 $2.3 million. Annualized Q1 2025 $2.7 million.

• CanadaBis Net Income: FY 2024 $0.6 million. Annualized Q1 2025 $1.3 million.

• Net Income History: CanadaBis has generated net income profitability for 11 of the last 12 quarters, and positive adjusted EBITDA in 13 of the last 13 quarters.

• Current Assets: $15.6 million at October 31, 2024.

• Current Liabilities: $13.7 million as at October 31, 2024.

• Working Capital: $1.9 million as at October 31, 2024.

• Property & Equipment: $10.4 million as at October 31, 2024.

• Net Assets & Shareholders' Equity: $8.4 million as at October 31, 2024.

• Fair Value of Real Property: SSC estimates the value of the lands and buildings ("Real Property") owned by CanadaBis to be significantly higher than their recognized net book value. SSC estimates the value of the Real Property to be between $10.0 million and $15.7 million. Realized value could be higher or lower than the amount estimated. Refer to future oriented financial information in the disclaimers below.

• Total Debt: $6.9 million as at October 31, 2024.

PROFORMA SSC & CANADABIS CASH, WORKING CAPITAL & COMMON SHARES

PROFORMA SSC & CANADABIS INCOME STATEMENT FIGURES

SSC & CanadaBis expect to capture approximately $5.0 million of annual cost reduction synergies through the year. The table below reflects these synergies being captured.

CANADABIS TRANSACTION METRICS

The CanadaBis Transaction metrics are as follows:

SSC TRANSACTION METRICS

The table below contains references to adjusted EBITDA, which is a non-IFRS measure. See "Non-IFRS Financial Measures" below.

Closing of the Transaction is subject to a number of conditions precedent, including but not limited to the approval of the TSXV, approval of CanadaBis shareholders (for which 67% have entered into support agreements) and a notification to Health Canada. There is no guarantee that the Transaction will close on the terms set forth herein or at all.

$2.5 MILLION CANADABIS CONVERTIBLE DEBENTURE FINANCING

The financing is an integral part of the Transaction to CanadaBis. Proceeds from the Debentures will be used to ensure CanadaBis meets various conditions of the transaction, as well as to free up cash flow to invest in inventory to accelerate the timing of product launches to coincide with the completion of the Transaction.

The Debentures have the following key terms:

• Conversion: The Debentures are convertible into CanadaBis common shares at $0.10 per CanadaBis common share ("Conversion Price") following the date that is 4 months and 1 day from the date of issuance and prior to the maturity date, at the option of each holder.

• Early Prepayment: CanadaBis or SSC, as applicable, will have a right to repay the principal amount of the Debentures in cash with a 5% early repayment premium at any time following the date that is 5 months after issuance and prior to maturity by providing a minimum 10 days notice.

• Maturity Date: 48 months from the date of issuance.

• Interest Rate: 11% per annum payable quarterly in cash or in CanadaBis common shares at the Conversion Price, at the option of CanadaBis or SSC, as applicable.

• Security: Unsecured.

• Repayment: At maturity, the principal amount outstanding on the Debentures will be repaid by CanadaBis in cash.

• Agent: Research Capital Corporation as sole agent and sole bookrunner, on a best-efforts agency basis.

• Commission: 6% of gross proceeds plus 6% of gross proceeds in broker warrants. Each broker warrant is exercisable for one CanadaBis common share at the price of $0.10 per CanadaBis common share for a term of 48 months from date of issue.

The Debentures will be exchanged for debentures of SSC ("SSC Debentures") on closing of the Transaction. The SSC Debentures will be exercisable for SSC common shares and will otherwise be on the same terms as the Debentures, with an adjustment to the conversion price of the SSC Debentures based on the Transaction's exchange ratio.

CanadaBis will grant the Agent an option (the "Agent's Option") to increase the size of the Financing by up to 15% of the Debentures, exercisable by giving written notice of the exercise of the Agent's Option, or a part thereof, to CanadaBis at any time up to 48 hours prior to the time of closing of the Financing.

Closing of the Financing is expected to occur on or about April 2, 2025, and is subject to a number of conditions precedent, including but not limited to the approval of the TSXV. The Debentures and any Common Shares issuable upon conversion thereof will be subject to a statutory hold period of four months and one day after the closing of the Financing.

ABOUT SIMPLY SOLVENTLESS CONCENTRATES LTD.

SSC is a public company (TSXV: HASH) 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.

Simply Solventless Concentrates Ltd.
Jeff Swainson, President and CEO
Phone: 403-796-3640
Email: jeff@simplysolventless.ca

ABOUT CANADABIS CAPITAL LTD.

CanadaBis Capital Inc. is a public company (TSXV: CANB) is a vertically integrated Canadian cannabis company focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility.

Third-Party Information

All third-party information contained herein, including information regarding SSC and CanadaBis which has been provided by the respective management of each of SSC and CanadaBis, has not been independently verified by the other party. While each party believes such information to be reliable, each party makes no representation or warranty as to the accuracy of such third-party information.

Notice on Forward Looking Information

SSC financial results as at January 31, 2025 which together with the unaudited financial results for the twelve months ended December 31, 2024 are estimates and subject to change pending completion of the audit of the financial results for the year ended December 31, 2024 due to be filed on SEDAR+ on or before April 30, 2025.

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 Transaction, including expected market position, financial projections and synergies of the Transaction, revenue growth, the use of proceeds for the Financing, completing opportunistic acquisitions, capitalizing on SSC's business plan and SSC's results of operations and performance, the consideration to be received by CanadaBis' shareholders, which may fluctuate in value due to SSC's common shares forming the consideration, the closing of the convertible debenture offering, the satisfaction of closing conditions including, without limitation (i) required CanadaBis shareholder approval; (ii) necessary court approval in connection with the plan of arrangement, (iii) SSC obtaining the necessary approvals from the TSXV Exchange for the listing of securities in connection with the Transaction; (iv) CanadaBis obtaining the necessary approvals from CanadaBis shareholders and the TSXV for the delisting of the CanadaBis Shares; and (v) other closing conditions, including, without limitation, obtaining certain consents, and compliance by SSC and CanadaBis with various covenants contained in the Arrangement Agreement. SSC and CanadaBis each 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 and CanadaBis, including expectations and assumptions concerning SSC and CanadaBis, the ability to satisfy conditions precedent to the closing of the Transaction, including approval of the TSXV, CanadaBis shareholders and Health Canada, the ability to realize expected revenue and cost synergies of the Transaction on the timelines expected, the risk that the businesses will not be integrated successfully, the ability to maintain relationships with customers, employees and suppliers, the timing and market acceptance of products, competition in SSC's and CanadaBis' markets, SSC's and CanadaBis' reliance on customers, fluctuations in interest rates, SSC's and CanadaBis' ability to maintain good relations with its customers, employees and other stakeholders, changes in law or regulations, SSC's and CanadaBis' ability to protect its intellectual property, as well as other risks and uncertainties, including those described in each of SSC's and CanadaBis' 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 and CanadaBis. 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 each of SSC and CanadaBis 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.

Future Oriented Financial Information

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about gross revenue, net income, adjusted EBITDA, EBITDA, normalized net income, and inventory turnover, which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about SSC's and CanadaBis' future business operations assuming closing of the Transaction. SSC, CanadaBis and their respective management believe that FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, each of SSC's and CanadaBis' expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. Each of SSC and CanadaBis disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. Differences in the timing of capital expenditures or revenues and variances in production estimates can have a significant impact on the key performance measures included in SSC's and CanadaBis' guidance. SSC's actual results may differ materially from these estimates.

Non-IFRS Financial Measures

This press release includes references to "normalized net income", "adjusted EBITDA" and "EBITDA" which are not defined under International Financial Reporting Standards (IFRS). The intent of these non-IFRS measures is to provide additional useful information to investors and analysts. These non-IFRS measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other entities. As such, these non-IFRS measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS.

Normalized net income is calculated as income plus non-recuring expenses, one-time gains/(losses) and share compensation expense. Normalized net income is considered as a useful measure by management to understand the profitability excluding the effects of certain non-operating items.

Adjusted EBITDA is calculated as income before interest, taxes, depreciation and amortization expenses. Adjusted EBITDA is considered as a useful measure by management to understand profitability excluding the effects of capital structure, taxation and depreciation, but may not be appropriate for other purposes. Adjusted EBITDA is not defined under IFRS and therefore should not be considered an alternative to, or more meaningful than, income (loss) and comprehensive income (loss).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE CanadaBis Capital Inc.

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