Molecule Holdings Inc. Provides Corporate Update

(TheNewswire)

October 27, 2025 – TheNewswire - Molecule Holdings Inc. (CSE: MLCL)(“ Molecule ” or the “ Company ”), a Canadian craft-focused cannabisbeverage production company, today provides a corporate update,including with respect to the Company’s ongoing“failure-to-file” cease trade order (the “ FFCTO ”) issued bythe Ontario Securities Commission (the “ OSC ”), as principalregulator of the Company, on March 5, 2024.

The FFCTO was issued as a result of the Company’sdelay in filing its annual financial statements, management’sdiscussion and analysis and related officer certifications for theyear ended October 31, 2023 (collectively, the “ Annual Filings ”) asrequired under Parts 4 and 5 of National Instrument 51-102 Continuous DisclosureObligations and pursuant to National Instrument52-109 Certification ofDisclosure in Issuer’s Annual and Interim Filings .

As previously disclosed, the interim financialstatements, management’s discussion and analysis and related officercertifications for the three and nine months ended July 31, 2023 (the“ Interim Filings ”) were late-filed as a result of a contractual disputebetween the Company and the financial services company that previouslyassisted the Company with finance-related consulting services in therole of Chief Financial Officer (the “ Dispute ”).Following the Dispute, the Company appointed Mr. Andr éAudet , Chairman of the Board and Co-Founder of theCompany, as Interim Chief Financial Officer, and r etained two new independent consultants to assist withfinancial, accounting and bookkeeping services. The large-scale changeto the Company’s accounting team, together with an impact in accessto historical financial information in the prior periods as a resultof the Dispute, subsequently resulted in a delay in filing the InterimFilings and an associated delay in the preparation and audit of theAnnual Filings.

In order to better position the Company during theFFCTO, the Company applied for, and received from the OSC, threepartial revocation orders (each, a “ Revocation Order ”)to allow the Company to undertake transactions with respect to theamendment and conversion of certain 8% unsecured convertibledebentures (the “ UnsecuredDebentures ”) outstandingand past maturity (the “ Amendment Transaction ”), and to complete afinancing (a “ Financing ”) in order to fund outstandingpayables, including auditor fees to prepare the Annual Filings.

On November 28, 2024 and June 2, 2025, the Companysuccessfully completed the Amendment Transaction by agreeing to amendand convert an aggregate of $2,905,000 principal amount of UnsecuredDebentures, representing approximately 92.5% of the outstandingprincipal amount under the Unsecured Debentures, into common shares inthe capital of the Company (“ Common Shares ”) and warrants to purchaseCommon Shares (“ Warrants ”). Together with the conversion ofall accrued and outstanding interest thereon, together with a 10%premium on the outstanding principal amount agreed to pursuant to theterms of the Amendment Transaction, the Company convertedapproximately $3,730,000 of outstanding amounts owing to holders ofUnsecured Debentures into 189,060,500 Common Shares and 75,624,200Warrants. Completing the Amendment Transaction was an important stepin the restructuring of the Company’s balance sheet to provide theCompany with greater flexibility and be more attractive forinvestment.

The Company has been unable to complete a Financing todate as a result of market conditions, as well as constraints in doingso as a result of the FFCTO. While the Company has engaged with itsauditors with respect to the completion of the Annual Filings, as wellas all other outstanding financial documents required to be filedunder securities laws (collectively, the “ Outstanding Filings ”), it does not currently anticipate being able to completethe Annual Filings with cash strictly from business operations. The Company will continue to seek opportunities tocomplete a Financing on appropriate terms, in compliance with theprovisions of the FFCTO, in order to complete the Annual Filings, aswell as all Outstanding Filings, and have the FFCTO lifted.

The FFCTO will remain in place until such time as it isfully revoked by the OSC following the filing of the OutstandingFilings, in accordance with National Policy 11-207 Failure-to-File Cease Trade Orders andRevocations in Multiple Jurisdictions . There canbe no assurance that the Company will be able to remedy its filingdefault and have the FFCTO lifted, or that the Company will be able tocomplete a Financing on reasonable terms, or at all.

Business Update

The Company continues to make strategic and operationalchanges to its business to improve efficiency. Management remainsfocused on seeking strong, strategic partners to held it expands itscore business, resolving outstanding liabilities, and completing thenecessary steps to obtain a full revocation order of the FFCTO inorder for the Common Shares to be re-listed for trading on theCanadian Securities Exchange.

The Company will share more information as appropriateand required. Molecule sincerely appreciates the continued support ofits shareholders and stakeholders.

For further information, pleasecontact:

André Audet, Chairman and Co-Founder

Phone: 1 (888) 665-2853 x101

Email:andre@molecule.ca www.molecule.ca

About Molecule Holdings Inc.

Molecule is a licensed producer dedicated to creatingcannabis-infused beverages for the Canadian market. We produceleading, top-quality drinks to provide opportunity and choice topeople seeking a convenient and social way to consume cannabis.Molecule is focused on growing both our portfolio, and the overallcannabis beverage market. We want to ensure people have the bestopportunity to find exactly the product and experience they thirstfor.

Neither the CSE nor its regulationservices provider accepts responsibility for the adequacy or accuracyof this press release.

Cautionary Note RegardingForward-Looking Statements

This press release containsstatements that constitute “forward-looking information”(“forward-looking information”) within the meaning of theapplicable Canadian securities legislation. All statements, other thanstatements of historical fact, are forward-looking information and arebased on expectations, estimates and projections as at the date ofthis news release. Any statement that discusses predictions,expectations, beliefs, plans, projections, objectives, assumptions,future events or performance (often but not always using phrases suchas “expects”, or “does not expect”, “is expected”,“anticipates” or “does not anticipate”, “plans”,“budget”, “scheduled”, “forecasts”, “estimates”,“believes” or “intends” or variations of such words andphrases or stating that certain actions, events or results “may”or “could”, “would”, “might” or “will” be taken tooccur or be achieved) are not statements of historical fact and may beforward-looking information. In disclosing the forward-lookinginformation contained in this press release, the Company has madecertain assumptions. Forward-looking information in this press releaseincludes statements related to the Company’s future businessoperations, statements related to the ability to complete a Financing,the ability to file the Outstanding Filings, the revocation of theFFCTO, and the Company’s ability to produce cannabis-infusedbeverages for the Canadian beverage market to provide opportunitiesfor people to consume cannabis. In disclosing theforward-looking information contained in this press release, theCompany 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. Additional risk factors can also be found in theCompany’s current MD&A, which has been filed on SEDAR+ and canbe accessed at www.sedarplus.ca .

The Company believes that theexpectations reflected in the forward-looking information arereasonable, but no assurance can be given that these expectations willprove to be correct and such forward-looking information should not beunduly relied upon. Any forward-looking information contained in thisnews release represents the Company’s expectations as of the datehereof and is subject to change after such date. The Company disclaimsany intention or obligation to update or revise any forward-lookinginformation whether as a result of new information, future events orotherwise, except as required by applicable securitieslegislation.

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