CALGARY, AB, Dec. 18, 2023 /CNW/ – Simply Solventless Concentrates Ltd. (TSXV: HASH) (formerly “Dash Capital Corp.”) (“SSC” or the “Company“) is pleased to announce that it has successfully completed its previously announced qualifying transaction pursuant to TSX Venture Exchange (“TSXV“) Policy 2.4 – Capital Pool Companies by way of reverse takeover (the “RTO“). The parties to the RTO received conditional approval from the TSXV on October 25, 2023. A filing statement dated October 31, 2023 (the “Filing Statement“) with respect to the RTO can be found on the Company’s SEDAR+ profile at www.sedarplus.ca.

Trading in the common shares of the Company (“Common Shares“) is expected to resume on the TSXV on December 20, 2023.

Pursuant to the RTO:

• the Company implemented a consolidation of its then issued and outstanding 11,000,000 Common Shares on the basis of one new Common Share for every two existing Common Shares;
• the private company Simply Solventless Concentrates Ltd. (“SSC PrivateCo“) amalgamated (the “Amalgamation“) with a wholly owned subsidiary of the Company, 2366191 Alberta Ltd. (“Subco“), to form Massive Hash Factory Ltd., a new wholly-owned subsidiary of the Company;
• all issued and outstanding common shares of SSC Private Co were cancelled and each former holder thereof, other than former holders who validly dissented in respect of the Amalgamation, is entitled to receive such number of common shares (“Common Shares“) of the Company for each one common share of SSC PrivateCo previously held; and
• the Company changed its name to “Simply Solventless Concentrates Ltd.”

Following completion of the RTO, the directors and officers of SSC are:

• Jeff Swainson, President, CEO and director
• Jeff Hall, Chief Financial Officer
• William Macdonald, director
• Colin Davison, director
• Steve Bjornson, director
• Gord Cameron, Corporate Secretary

Jeff Swainson, President & CEO of SSC, stated “The closing of the RTO marks a significant milestone for SSC. We sincerely thank our shareholders and team for their support and commitment, which has ultimately allowed us to achieve this milestone during a time when the cannabis industry has faced significant headwinds. Despite these headwinds, over the past year and a half SSC has built an incredible team, developed a portfolio of fantastic cannabis products, launched two successful brands, Astrolab and Frootyhooty, increased revenue by 900%, achieved net income profitability, and reduced our debt from $9.1 million to zero. As we embark on our journey as a public company, we look to leverage our team, clean balance sheet, revenue growth story, and net income profitability to capitalize on the significant opportunities for organic and inorganic growth that have resulted from these headwinds.”

See Figure 1 and figure 2 for SSC’s brand logos for Astrolab and Frootyhooty.

Prior to closing of the RTO, SSC PrivateCo, Subco and the Company entered into an amended and restated amalgamation agreement (the “A&R Amalgamation Agreement“), which amended and restated the amalgamation agreement dated August 6, 2021, as amended, the details of which are available in the Filing Statement.

The full details of the RTO are set forth in the Filing Statement and the A&R Amalgamation Agreement, each of which are or will be available on SSC’s SEDAR+ profile at www.sedarplus.ca.

Equity Incentive Plan

In connection with closing the RTO, SSC adopted an equity incentive plan (the “Plan“), the details of which are available in the Filing Statement. The Plan allows SSC to grant equity based compensation awards in the form of stock options, restricted share units, deferred share units and performance share units. The Plan is a rolling 10% plan in respect of stock options and a fixed plan in respect of all performance-based awards. There are 48,475,188 Common Shares outstanding immediately following closing of the RTO, therefore up to 4,847,518 Common Shares may be issued upon exercise of stock options issued under the Plan. Up to 4,071,437 Common Shares may be issued upon exercise or settlement of all other awards under the Plan. The aggregate number of Common Shares issuable under the Plan and all other security-based compensation arrangements shall not exceed 10% of the total issued/outstanding shares, in accordance with TSXV Policies. As of the date hereof, SSC has 4,805,000 stock options and no other awards outstanding under the Plan. Amendments to the Plan must be approved by SSC’s shareholders, except for certain changes which are set out in the Plan and in accordance with the policies of the TSXV.

Early Warning Disclosure

Upon the completion of the RTO, Jeff Swainson, President, Chief Executive Officer and Director of SSC, holds, directly or indirectly, or exercises control or direction over an aggregate of 7,378,529 Common Shares, stock options to acquire 450,000 Common Shares and warrants exercisable for the purchase of 1,195,195 Common Shares, representing 15.2% of the issued and outstanding Common Shares on a non-diluted basis, and 18.0% on a partially-diluted basis (assuming the exercise of Mr. Swainson’s convertible securities). Prior to the completion of the RTO, Mr. Swainson did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Swainson acquired these securities for investment purposes and may, from time to time, acquire additional securities of SSC or dispose of such securities as he may deem appropriate. For the purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues  (“NI 62-103“) early warning reporting, the address of Mr. Swainson is 273209 Range Road 20, Rocky View County, Alberta T4B 4P2.

Upon the completion of the RTO, William Macdonald, Director of SSC, holds, directly or indirectly, or exercises control or direction over an aggregate of 5,458,724 Common Shares, stock options to acquire 450,000 Common Shares and warrants exercisable for the purchase of 2,173,725 Common Shares, representing 11.3% of the issued and outstanding Common Shares on a non- diluted basis, and 15.8% on a partially-diluted basis (assuming the exercise of Mr. Macdonald’s convertible securities). Prior to the completion of the RTO, Mr. Macdonald did not beneficially own, or exercise control or direction over, any securities of the Company. Mr. Macdonald acquired these securities for investment purposes and may, from time to time, acquire additional securities of SSC or dispose of such securities as he may deem appropriate. For the purposes of NI 62-103 early warning reporting, the address of Mr. Macdonald is 273209 Range Road 20, Rocky View County, Alberta T4B 4P2.

About Simply Solventless Concentrates Ltd.

SSC is a public company incorporated under the Business Corporations Act (Alberta). SSC’s mission is to provide pure, potent, terpene-rich cannabis products to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.

Notice on Forward Looking Information

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the resumption of trading of the Common Shares on the TSXV and SSC capitalizing on opportunities for organic and inorganic growth in the cannabis industry. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, as well as other risks and uncertainties, including those described in SSC’s filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control and SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and SSC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR THE DISSEMINATION, DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES/

TORONTO, June 10, 2022 /CNW/ – Khiron Life Sciences Corp. (“Khiron” or, the “Company“) (TSXV: KHRN), (OTCQB: KHRNF), (Frankfurt: A2JMZC), is pleased to announce that it has closed today its previously announced underwritten overnight public offering of units of the Company (“Units“), including the exercise in full of the over- allotment option (the “Offering“).

A total of 30,705,000 Units were sold at a price of $0.15 per Unit (the “Issue Price“) for aggregate gross proceeds of $4,605,750. The Offering was completed by a syndicate of underwriters led by Canaccord Genuity Corp., including ATB Capital Markets Inc. and Leede Jones Gable Inc. (together, the “Underwriters“).

Each Unit is comprised of one common share of the Company (each, a “Common Share“, and each Common Share comprising a Unit, a “Unit Share“) and one Common Share purchase warrant of the Company (each, a “Unit Warrant“). Each Unit Warrant entitles the holder thereof to purchase one Common Share (each, a “Warrant Share“) at an exercise price of $0.20 for a period of 24 months following the closing of the Offering.

In consideration for their services, the Underwriters received a cash commission equal to 7.0% of the gross proceeds of the Offering and non-transferable compensation options (the “Compensation Options“) equal to 7.0% of the Units sold in the Offering. Each Compensation Option is exercisable at the Issue Price to acquire one Unit for a period of 24 months following the closing of the Offering.

The Offering, and the listing of the Unit Shares and the Warrant Shares, is subject to TSX Venture Exchange (“TSXV“) final acceptance of all requisite regulatory filings.

The net proceeds of the Offering will be used for general corporate and working capital purposes.

Certain directors and officers of the Company (collectively, the “Insiders“) participated in the Offering for an aggregate of 2,035,000 Units in the Offering for $305,250.00 (the “Insider Participation“). The participation of the aforementioned Insiders in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying upon an exemption from the formal valuation and minority shareholder approval requirements under MI 61-101 in respect of the Insider Participation, in reliance on Sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the Company is not listed or quoted on the stock exchanges set out therein and the fair market value of the Insider Participation does not exceed 25% of the Company’s market capitalization as determined in accordance with MI 61-101.

The Insider Participation was approved by members of the board of directors of the Company who are independent for purposes of the Insider Participation. No special committee was established in connection with the Insider Participation, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

About Khiron Life Sciences Corp.

Khiron is a leading vertically integrated international medical cannabis corporation with core operations in Latin America and Europe. Leveraging medical health clinics and proprietary telemedicine platforms, Khiron combines a patient-oriented approach, physician education programs, scientific, product innovation, and cannabis operations expertise to drive prescriptions and brand loyalty with patients worldwide. The Company has a sales presence in Colombia, Peru, Germany, United Kingdom, and Brazil and is positioned to commence sales in  Mexico. The Company is led by co-founder and Chief Executive Officer, Alvaro Torres, together with an experienced and diverse executive team and board of directors.

Visit Khiron online at https://investors.khiron.ca/corporate-information.

Linkedin  https://www.linkedin.com/company/khiron-life-sciences-corp/.

Cautionary Notes

Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities laws (collectively, “forward-looking information“). Forward- looking information are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking information in this press release includes, without limitation, statements relating to the use of Offering proceeds and the receipt of final TSXV acceptance.

Developing forward-looking information involves reliance on several assumptions and considerations of certain risks and uncertainties, some of which are specific to Khiron and others that apply to the industry generally.

The risk factors and uncertainties that could cause actual results to differ materially from the anticipated results or expectations expressed in this press release, include, without limitation: that the Company’s use of proceeds of the Offering may differ from those indicated; additional financing requirements; adverse market conditions; and other risk factors described from time to time in Khiron’s OTC and Canadian securities filings. For additional information about assumptions and risks and uncertainties applicable to Khiron, please refer to Khiron’s Annual Information Form which is available on Khiron’s SEDAR profile at www.sedar.com.

Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward- looking information, except as required by applicable law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

The securities offered in the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the securities laws of any state of the United States and may not be offered or sold absent such registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The securities referenced herein have not been approved or disapproved by any regulatory authority.

SOURCE Khiron Life Sciences Corp.

For further information: Investor Contact: Paola Ricardo, E: [email protected] T: +1 (647) 556-5750; Media Contact: Peter Leis, Europe Communications E: [email protected]; Carolina Gomez, Latam Communications E: [email protected]; Khiron Europe: Franziska Katterbach, President

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.