ManifestSeven Closes Reverse Takeover

LOS ANGELES and IRVINE, Calif. – September 25, 2020 – ManifestSeven Holdings Corporation (formerly P&P Ventures Inc.) (“M7” or the “Company”), California’s first integrated omnichannel platform for legal cannabis, today announced, further to its news releases dated July 11, 2019, April 2, 2019, and September 3, 2020, that it has closed its previously announced reverse takeover transaction with MJIC, Inc. (“MJIC”), effective September 25, 2020 (the “RTO”).

Immediately prior to closing the RTO, the Company completed a consolidation of its common shares (the “Shares”) on the basis of one (1) post-consolidation Share for every 1.33333225 pre-consolidation Shares (the “Consolidation”), as well a name change of the Company from “P&P Ventures Inc.” to “ManifestSeven Holdings Corporation”.  In connection with the RTO, the articles of the Company were amended to provide for multiple classes of shares with varying voting and nonvoting rights, including replacing its Shares with Class A common shares (“Subordinate Voting Shares”), which will be the securities that the Company expects to list on the CSE, Class B non-voting shares (“Subordinate Non-Voting Shares”), which are convertible to Subordinate Voting Shares on a 1:1 basis on the date that is 12 months from the date of closing of the RTO, and Class C shares (“Proportionate Voting Shares”), which hold ten votes per share and are convertible to Subordinate Voting Shares on the basis of one Proportionate Voting Shares for ten Subordinate Voting Shares, subject to certain limitations.

The RTO was completed by way of a merger, pursuant to which MJIC merged with and into a wholly-owned Delaware subsidiary of the Company, which was the surviving entity of the merger (“Amalco”). Amalco now holds MJIC’s assets as a wholly-owned subsidiary of the Company, and shall operate under the name “ManifestSeven, Inc.”.

The Company has received conditional approval for listing the Subordinate Voting Shares from the Canadian Securities Exchange (“CSE”), and anticipates completing its filing for listing of its Subordinate Voting Shares on September 30, 2020.

For further information in respect of the RTO, please see the listing statement of the Company anticipated to be filed under the Company’s profile on SEDAR as well as on the CSE website.

ABOUT MANIFESTSEVEN:

ManifestSeven is the first integrated omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. M7, with offices in Commerce and 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.

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 final acceptance of the listing of the Shares on CSE, 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 securities of the Company 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 securities of the Company 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 securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

MEDIA CONTACTS:

Joel Labi, ManifestSeven

+61 (450) 582 360

[email protected]

Dan Margolis, for ManifestSeven

+1 (213) 452-6472

[email protected]

INVESTOR RELATIONS CONTACT:

+1 (949) 409-9330

[email protected]