(TheNewswire)
May 31, 2022 – TheNewswire - MoleculeHoldings Inc. (CSE:MLCL) (“ Molecule ” or the “ Company ”), aCanadian craft-focused cannabis beverage production company, is pleased to announce that it has completed anon-brokered private placement (the “ Offering ”) of 600senior secured convertible debenture units (each, a “ Unit ") to anarm’s length party for gross proceeds of $600,000. Each Unit iscomprised of $1,000 principal amount of senior secured convertibledebentures (the “ Debentures ”) and 6,000 common share purchasewarrant (“ Warrants ”), with each Warrant entitling theholder thereof to acquire one common share (each, a “ Common Share ”) in the capital of the Company fora period of 36 months from the date of closing at an exercise price of$0.15 per Warrant Share, subject to adjustment pursuant to certainanti-dilution provisions.
The Debentures will bear interest at a rate of 8.00%per annum, which interest is payable in quarterly installmentsbeginning June 30, 2022, and will mature on September 18, 2024 (the" MaturityDate "). The holder of the Debenture isentitled to convert the indebtedness under the Debenture at any timeprior to the Maturity Date into Common Shares at a conversion price of$0.10, subject to adjustment pursuant to certain anti-dilutionprovision. Commencing four months and a day from the date of issuanceof the Debenture, Company shall have the right to prepay or redeem theindebtedness under the Debenture, in whole or in part, at any time byproviding a minimum of 30 days’ and a maximum of 60 days’ notice.The obligations under the Debentures are secured against the assets ofthe Company and its wholly owned subsidiary, Molecule Inc. which hasalso acted as guarantor under the Debenture.
Subject to the policies of the Canadian SecuritiesExchange (the “ CSE ”) and approval, if required, theDebentures and the Warrants provide for typical change of control aswell as anti-dilution adjustments. The net proceeds of the Offeringare expected to be used to repay $250,000 of the Company’s existingsecured convertible debentures that were issued in March 2021, withthe balance expected to be used for working capital and generalcorporate purposes.
Commented David Reingold, CEO of Molecule, “We are excited to havecompleted this round of financing and look forward to working with ournew partners in continuing to build the Molecule story. The beveragecategory is enjoying so much growth as consumers continue to indulgeand experiment with cannabis infused beverages. We are focused onincreasing points of distribution and working with retailers toprovide education and excitement to attract new consumers to thecategory through the busy beverage season.”
For further information, please contact:
André Audet, Chairman and Co-Founder Phone: 1 (888) 665-2853 x101
Email: andre@molecule.ca www.molecule.ca
All of the securities issued pursuant to the Offering are subject to astatutory hold period of four months and a day following from the dateof issuance, which expires on October 1, 2022.
None of the securities issued inconnection with the Offering will be registered under the UnitedStates Securities Act of 1933, as amended (the “ 1933 Act ”), and none of them may be offered orsold in the United States absent registration or an applicableexemption from the registration requirements of the 1933 Act. Thispress release shall not constitute an offer to sell or a solicitationof an offer to buy nor shall there be any sale of the securities inany state where such offer, solicitation, or sale would beunlawful.
About Molecule Holdings Inc.
Molecule is a licensed producer dedicated to creating cannabis-infusedbeverages for the Canadian market. We produce leading, top-qualitydrinks to provide opportunity and choice to people seeking aconvenient and social way to consume cannabis. Molecule is focused ongrowing both our portfolio, and the overall cannabis beverage market.We want to ensure people have the best opportunity to find exactly theproduct and experience they thirst for.
Neither the Canadian Securities Exchange nor its regulation servicesprovider accepts responsibility for the adequacy or accuracy of thispress release.
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 not always using phrases such as “expects”, or“does not expect”, “is expected”, “anticipates” or “doesnot anticipate”, “plans”, “budget”, “scheduled”,“forecasts”, “estimates”, “believes” or “intends” orvariations of such words and phrases or stating that certainactions, events or results “may” or “could”, “would”,“might” or “will” be taken to occur or be achieved) are notstatements of historical fact and may be forward-lookinginformation. Forward-looking statements in this news release includestatements regarding the use of proceeds of the Offering; consumer andretailers’ acceptance of Molecule products; and the Company’sability to produce cannabis-infused beverages for the Canadianbeverage market to provide opportunities for people to consumecannabis. In disclosing the forward-looking information contained inthis press release, the Company has made certain assumptions.
The Company's actual results coulddiffer materially from those anticipated in this forward-lookinginformation as a result of regulatory decisions, competitive factorsin the industries in which the Company operates, prevailing economicconditions, and other factors, many of which are beyond the control ofthe Company. The Company believes that the expectations reflected inthe forward-looking information are reasonable, but no assurance canbe given 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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