ShinyBud Completes Qualifying Transaction for TSX Venture Exchange Listing

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Trading on TSXV to commence on February 2, 2022 

TORONTO, Feb. 1, 2022 /CNW/ - ShinyBud Corp.  ("ShinyBud" or the "Company") (TSXV: SNYB), formerly Cedarmont Capital Corp. ("Cedarmont") (TSXV:CCCA.P), today announced that, further to previous Cedarmont announcements, it has completed the qualifying transaction (the "Transaction") described in its Filing Statement of Cedarmont dated January 19, 2022 (the "Filing Statement")  with Shiny Bud Inc. ("SBI") and Mihi Inc. ("mīhī"), which resulted in the combination of the three companies and reverse take-over of Cedarmont, and the TSX Venture Exchange (the "TSXV") has accepted final post-closing documentation for filing.

The ShinyBud common shares will commence trading on the TSXV on February 2, 2022 at market open under the ticker symbol SNYB.  The Company will no longer be considered a capital pool company under TSXV policies at that time.

Prior to closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of 42.7480 pre-Consolidation common shares to 1 post-Consolidation common share, which reduced the number of outstanding common shares to 304,124.  The Company also changed its name from "Cedarmont Capital Corp." to "ShinyBud Corp.".

A total of 10,353,675 new post-Consolidation common shares were issued at closing of the Transaction to former SBI and mīhī shareholders, including to former holders of the subscription receipts issued and sold by SBI in Fall 2021 in anticipation of the Transaction.  Accordingly, ShinyBud now has 10,657,799 common shares outstanding.

"Completing this transaction marks several significant achievements for our Company," said Kevin Reed, Chairman and Chief Executive Officer. "ShinyBud is now a multi-banner cannabis retailer with over 35 stores across Ontario – Canada's largest cannabis market, while the proceeds of the private placement and our TSXV listing provide the necessary funds and capital markets exposure to expand our retail footprint in Ontario. We are on a mission to help people never settle, live fully through our carefully curated products."

Mr. Reed continued, "Our board of directors and senior management team bring extensive retail operating experience having established one of Canada's most iconic retail brands. This provides a key competitive advantage for ShinyBud. We intend on leveraging this know-how as we execute on our growth strategy and future franchising program with the goal of creating a more diverse and accessible cannabis experience for adult consumers."

The Transaction was effected by way of a 'three-cornered' amalgamation of SBI, mīhī and a wholly-owned subsidiary of the Company under the Canada Business Corporations Act (the "Amalgamation") made effective at 11:59 p.m. (Eastern time) on January 20, 2022, pursuant to which, among other things, outstanding shares and convertible securities of SBI and mīhī were exchanged for post-Consolidation common shares and convertible securities of ShinyBud according to agreed exchange ratios.  The Company thereby became the sole shareholder of the amalgamated corporation resulting from the Amalgamation, and the former shareholders of SBI and mīhī became shareholders of ShinyBud, as parent corporation.  A copy of the Amalgamation Agreement dated as of January 18, 2022, which sets out the terms and means of effecting the Amalgamation, has been filed on SEDAR and is available under the Company's issuer profile at www.sedar.com.

Of the 10,657,799 common shares of the Company currently outstanding:

• former SBI shareholders (other than former holders of the subscription receipts referred to below) hold 8,269,354 shares, or approximately 77.6% of the total;
• purchasers of the 899,550 subscription receipts issued and sold by SBI in Fall 2021 pursuant to a $7,196,400 private placement completed in anticipation of the Transaction hold, in respect of the SBI shares they received on conversion of the subscription receipts in accordance with their terms, 1,136,055 shares, or approximately 10.7% of the total;
• former mīhī shareholders hold 948,266 shares, or approximately 8.9% of the total; and
• original Cedarmont shareholders hold 304,124 shares, or approximately 2.9% of the total.

In addition, after giving effect to adjustments to previously issued stock options and compensation warrants of Cedarmont resulting from the Consolidation, the issuance by ShinyBud of replacement options and replacement warrants in exchange for options and warrants of SBI and mīhī pursuant to the terms of the Amalgamation, and the new stock option and deferred share unit (DSU) grants referred to below, up to an additional 2,842,738 common shares of the Company are potentially issuable pursuant to the exercise or conversion of outstanding warrants, options and DSUs.

Upon closing of the Transaction, the board of directors and executive management team of the Company was reconstituted.  Following closing, an aggregate of 910,123 stock options were granted to new directors, officers and employees, each exercisable at a price of $6.33 per share for a five-year term expiring January 21, 2027, and an aggregate of 78,686 DSUs were granted to executive officers.  Each DSU entitles the holder to receive, on the redemption thereof, a cash payment equal to the market value of a ShinyBud share, or, at the discretion of the Company's board of directors, one common share (or a combination thereof).

For further information regarding the Company, the Transaction and the outstanding securities, please refer to the Filing Statement of Cedarmont dated January 19, 2022, a copy of which is available under the Company's issuer profile on the SEDAR website at www.sedar.com.

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 RELEASE.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position.  The Company, has made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of ShinyBud to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; reliance on key and qualified personnel; regulatory and other risks associated with the cannabis industry in general, as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

About ShinyBud

ShinyBud Corp. is a multi-banner cannabis retailer with over 35 stores across Ontario – Canada's largest cannabis market. As one of Ontario's fastest growing retailers in the sector, the Company is on a mission to help people never settle, live fully by offering a wide range of carefully curated cannabis products and by creating a more diverse and accessible cannabis experience for adult consumers. ShinyBud's board and management team has extensive retail operating experience, a key competitive differentiator in leading its growth strategy and franchising program. ShinyBud trades on the TSX Venture Exchange (TSXV) under the ticker symbol SNYB. For more information, please visit www.shinybud.com.

SOURCE ShinyBud Corp.

Kevin Reed, Chairman & CEO, P: [phone] or [phone], E: [email protected]; Caterina De Rosa, Senior Director, Investor Relations & Corporate Communications, P: [phone] | E: [email protected]