ManifestSeven Receives $4.0 Million USD in Note and Warrant Proceeds

Holders of the Company’s convertible notes elect to convert an aggregate of $1.3 million USD

IRVINE, Calif. – November 9, 2020 – ManifestSeven Holdings Corporation (CSE:MSVN) (formerly P&P Ventures Inc.) (“M7” or the “Company“) announced today that it has received $2.31 million USD ($3.0 million CAD) from a noteholder in fulfillment of a subscription to the Company’s 17.5% Subordinated Secured Convertible Notes (the “17.5% Notes“), which was previously disclosed in the Company’s listing statement. The noteholder also exercised $1.69 million USD ($2.2 million CAD) of common stock purchase warrants (the “Warrants“). Additionally, the Company announced today the conversion (the “Note Conversion“) of approximately $1.3 million USD ($1.7 million CAD) of its 15% Subordinated Secured Convertible Notes (the “15% Notes“).

“The exercise of these warrants and the conversion of the notes is a compelling indication of the underlying strength these investors see in our shares,” said M7 Chief Executive Officer Sturges Karban. “The trust these investors have in our company to perform is clearly demonstrated by their willingness to exercise warrants at a substantial premium to our market price and convert secured debt into equity.”

The Company issued 1,448,571 Class A subordinate voting shares (“Shares“), at a deemed price of $1.17 USD ($1.54 CAD) per Share, in connection with the exercise of the Warrants. The Warrant exercise price was fixed under the terms of the Warrants and represents a premium of 390% to M7’s November 6, 2020 closing price of $0.30 USD ($0.395 CAD) per Share.

The Note Conversion resulted in the Company’s issuance of 4,677,280 Shares to the noteholders, at a deemed price of $0.28 USD ($0.37 CAD) per Share, with such price calculated under the terms of the 15% Notes.

The recent funding and debt conversion allowed the Company to waive the requirement that the holder of 15,000,003 Warrants, priced at $0.39 USD ($0.515 CAD) per Warrant (the “P&P Warrants“) exercise those Warrants by October 25, 2020. The P&P Warrants, which were previously disclosed in the Company’s listing statement, shall expire pursuant to their terms on September 25, 2021.

The Warrants, 17.5% Notes, and 15% Notes were issued by MJIC, Inc. (“MJIC“) and assumed by the Company upon closing of the September 25, 2020 reverse takeover transaction of MJIC by the Company. For further information on the Warrants, P&P Warrants, 17.5% Notes, and 15% Notes, please see the Company’s profile on SEDAR and the CSE website.

ABOUT MANIFESTSEVEN:

ManifestSeven is the first integrated omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. M7, headquartered in Irvine, California, services the needs of lawful operators across the supply chain, from the cultivator to the consumer, through an expansive network of four facilities stretching from the San Francisco Bay Area to San Diego. M7 further augments its business-to-business value proposition with a growing portfolio of owned and operated retail operations located in major metro markets, including brick-and-mortar dispensaries, local on-demand delivery services, e-commerce, and subscription offerings. Learn more at manifest7.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs and assumptions regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. This forward-looking information is based on certain assumptions made by management and other factors used by management in developing such information. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in its entirety by this notice.

The Company’s securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the Company’s securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of any offer to buy any Company’s securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

MEDIA CONTACTS:

Cara Raffele, ManifestSeven
+ 1 (949) 290-5563
[email protected]

Dan Margolis, for ManifestSeven
+1 (213) 452-6472
[email protected]

INVESTOR RELATIONS CONTACT:

+1 (949) 409-9330
[email protected]