(TheNewswire)
Ottawa, ON – TheNewswire- November8, 2021 – Molecule HoldingsInc. (CSE:MLCL) (CNSX:MLCL.CN) (OTC:EVRRF) (“ Molecule ” or the“ Company ”), a Canadiancraft-focused cannabis beverage production company, is pleased toannounce that it has engaged Cascade Ventures Ltd. (“ Cascade ”) and Just Capital Consulting Inc.(“ JCC ”) to provide capital markets advisory,public relations, marketing and communication and media services to the Company (the“ Services ”).
Pursuant to an advisory agreementwith Cascade (the “ Advisory Agreement ”) and a digital marketing agencyagreement with JCC, Cascade and JCC will receive an aggregate totalcash fee of $155,710 plus applicable taxes and options to purchase575,000 common shares in the capital of the Company (“ CommonShares ”) at an exerciseprice of $0.15 for a period of 24 months from the date of issuance.The Services will be provided by Cascade and JCC to the Company for aninitial term of twelve weeks (the “ Initial Term ”), subject to renewal on amonth-to-month basis in the Company’s sole discretion. If theCascade Agreement is extended beyond the Initial Term, the monthly feewill be payable to Cascade will be reduced to $5,000 plus applicabletaxes. Both Cascade and JCC have agreed to comply with all applicable securities laws andthe policies of the Canadian Securities Exchange (“ CSE ”) in providing the Services to theCompany.
The Company acts at arm’s lengthto Cascade and JCC, and to the knowledge of the Company, neitherCascade nor JCC currently own any securities of the Company.
Cascade is an independent consultingfirm with the experience, market insights and network ofrelationships. Cascade’s mandate is to serve as a capital marketsadvisor to support Molecule.
JCC is a market research, marketingand consultation firm with a focus on assisting Canadian small andmid-cap companies with the marketing of corporate activities. JCC’smandate is to assist Molecule with increasing their online presencethrough digital marketing.
David Reingold, Molecule CEOsaid : “We’ve been workingdiligently to build our business and increase the Company’s brandawareness with consumers across Canada, and we’re now eager to shareMolecule’s success amongst the public.”
Debt SettlementTransaction
Molecule also announces that it hasentered into agreements (the “ Debt Settlement Agreements ”) with certain consultants, includingCascade and JCC, (the “ Consultants ”) whereby it has agreed to convert an aggregate of $169,200 ofindebtedness (the “ Indebtedness ”) owed to theConsultants into CommonShares (the “ Settlement Shares ”). The Indebtedness was incurred inconnection with certain past services provided by the Consultants tothe Company. The Company isproposing to issue the Settlement Shares in order to preserve cash tofund future operations.
Pursuant to the terms of the DebtSettlement Agreements, the Company has agreed to issue an aggregate of1,692,000 Settlement Shares at a deemed issuance price of $0.10 perSettlement Share in full andfinal satisfaction of the Indebtedness owing to the Consultants. By issuing the SettlementShares, the Indebtedness will be definitively extinguished.
The Settlement Shares will be issuedin reliance on certain prospectus exemptions available under Canadiansecurities legislation and will be subject to a four month and one dayhold period from the date of issuance.
Conversion of the Indebtedness andissuance of the Settlement Shares is subject to the acceptance of the CSE. There is no guarantee that suchconditions precedent will be satisfied or that any of the transactionswill be completed as described herein or at all.
For furtherinformation, please contact:
André Audet,Chairman and Co-Founder
Phone: 1 (888)665-2853 x101
Email:andre@molecule.ca
About Molecule Holdings Inc.
Molecule works with client-partners to engage in theproduction of cannabis-infused beverages and edibles. We provide theinfrastructure, know-how, technology, and licensing for craftproducers to create consumable cannabis products. Molecule’s goal isto be the on-ramp for companies wishing to enter into the cannabisbeverage and edibles market, but who choose not to go through thesignificant process of obtaining the required cannabislicences.
Forward-Looking Statements
This press release contains statements that constitute“forward-looking information” (“forward-looking information”)within the meaning of the applicable Canadian securities legislation.All statements, other than statements of historical fact, areforward-looking information and are based on expectations, estimatesand projections as at the date of this news release. Any statementthat discusses predictions, expectations, beliefs, plans, projections,objectives, assumptions, future events or performance (often but notalways using phrases such as “expects”, or “does not expect”,“is expected”, “anticipates” or “does not anticipate”,“plans”, “budget”, “scheduled”, “forecasts”,“estimates”, “believes” or “intends” or variations of suchwords and phrases or stating that certain actions, events or results“may” or “could”, “would”, “might” or “will” betaken to occur or be achieved) are not statements of historical factand may be forward-looking information. Forward-looking statements inthis news release include statements regarding the engagement andactivities of Cascade, including: the Services to be provided byCascade and JCC and the consideration to be received therefor; thecompletion of the debt settlement transaction, including theconversion of the Indebtedness; the issuance of the Settlement Sharesand acceptance of the transaction by the CSE; and the Company’sability to be the on-ramp for companies withoutcannabis licenses wishing to enter into the cannabis beverage andedibles market . In disclosing theforward-looking information contained in this press release, theCompany has made certain assumptions.
The Company's actual results could differ materially from those anticipated in this forward-looking information as a result ofregulatory decisions, competitive factors in the industries in whichthe Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. TheCompany believes that the expectations reflected in theforward-looking information are reasonable, but no assurance can begiven that these expectations will prove to be correct and suchforward-looking information should not be unduly relied upon. Anyforward-looking information contained in this news release representsthe Company's expectations as of the date hereof and is subject tochange after such date. The Company disclaims any intention orobligation to update or revise any forward-looking information whetheras a result of new information, future events or otherwise, except asrequired by applicable securities legislation.
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