Redfield Entities Announce Filing of Early Warning Report in Respect of ManifestSeven Holdings Corporation

TORONTO, March 1, 2021 /CNW/ - Redfield Holdings Ltd. ("Redfield"), Jesscat Pty Ltd. ("Jesscat") and Kingsford Smith Ltd. ("Kingsford", and together with Redfield and Jesscat, the "Redfield Entities") announced today that, in connection with the closing of the reverse take-over transaction of ManifestSeven Holdings Corporation (the "Issuer") on September 25, 2020, pursuant to which MJIC, Inc. ("MJIC") became a wholly-owned subsidiary of the Issuer (the "RTO"), the Redfield Entities acquired 6,391,695 Class A subordinate voting shares (the "Class A Shares") in the capital of the Issuer, representing 6.94% of the issued and outstanding Class A Shares. The Redfield Entities also hold (i) a senior convertible promissory note (the "MJIC Convertible Note") with principal and accrued interest in the amount of US$2,261,915.12 as of February 9, 2021; (ii) warrants that were issued by MJIC concurrently with the MJIC Convertible Note (the "Convertible Note Warrants"), which, as of February 9, 2021 and given the volume weighted price of the Issuer's Class A Shares and the pricing mechanics in the Convertible Note Warrants (described more fully below), are exercisable for 17,600,227 Class A Shares and (iii) 1,497,945 warrants to purchase Class A Shares (the "Equity Warrants") with an exercise price of US$1.00.

The conversion price of the MJIC Convertible Notes is equal to the lower of (i) US$0.75 per Class A Share and (ii) a 20% discount to the volume-weighted average price ("VWAP") of the Class A Shares on the Canadian Securities Exchange (the "CSE") for the twenty days immediately preceding the date of conversion. Based on the 20-day VWAP of the Class A Shares on the CSE as of February 9, 2021, the MJIC Convertible Notes are convertible into 8,800,113 Class A Shares.

The Convertible Note Warrants are exercisable for a number of Class A Shares equal to twice the number of Class A Shares that the Redfield Entities are entitled to receive on conversion or repayment of the MJIC Convertible Note at an exercise price per Class A Share equal to the lower of (i) US$0.75 per Class A Share and (ii) a 20% discount to the VWAP for the twenty days immediately preceding the date of conversion or repayment of the MJIC Convertible Note.

Based on the 20-day VWAP of the Class A Shares on the CSE as of February 9, 2021 and assuming the conversion of the MJIC Convertible Note and the exercise of the Convertible Note Warrants and the Equity Warrants, the Redfield Entities own 34,289,980 Class A Shares, representing 28.56% of the issued and outstanding Class A Shares on a partially diluted basis.

The Redfield Entities hold the securities of the Issuer for investment purposes. The Redfield Entities may, from time to time, acquire additional securities, dispose of some or all of the currently held or additional securities or may continue to hold the securities of the Issuer.

Each of Redfield and Kingsford are corporations established under the laws of Bermuda having an address of Cedar House, 3rd Floor, 41 Cedar Avenue, Hamilton HM 12, Bermuda. Jesscat is a corporation established under the laws of Australia with an address of 27 Daphne Street, Botany, NSW Australia, 2019.

An early warning report relating to these transactions will be filed on the System for Electronic Document Analysis and Review ("SEDAR") under the Issuer's profile and can be viewed at www.sedar.com.

SOURCE Redfield Holdings Ltd.

For further information or to obtain a copy of the early warning report, please contact: Redfield, Attention: Eve Mantle/ Company secretary, Cedar House, 3rd Floor, 41 Cedar Avenue, Hamilton HM 12, Bermuda Tel: + 441.295.4630