SIMPLY SOLVENTLESS ANNOUNCES OVER SUBSCRIPTION OF PREVIOUSLY ANNOUNCED CONVERTIBLE DEBENTURE FINANCING TO $6.0 MILLION & EXPECTED DELTA 9 BIO-TECH CLOSING DATE OF FEBRUARY 7, 2025

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CALGARY, AB, Feb. 3, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) ("SSC") is pleased to announce that due to very strong demand it intends to over subscribe the previously announced non-brokered secured convertible debenture unit ("Debenture Unit") financing from $5.0 million to $6.0 million (the "Offering") (see Debenture Unit financing announcement). $375,000 of the Offering is being subscribed by insiders.  SSC is pleased to also announce that it has received approval from the Court of King's Bench of Alberta pursuant to Delta 9 Cannabis Inc.'s proceedings under the Companies' Creditors Arrangement Act, to complete the acquisition of Delta 9 Bio-Tech ("Bio-Tech") as previously announced on December 30, 2024 (see Bio-Tech acquisition announcement).  SSC anticipates closing the strategic acquisition of Bio-Tech on or about February 7, 2025.

Jeff Swainson, SSC President & CEO stated: "To date, SSC has received approximately $8.0 million of indicative demand for the Offering. We would like to thank all participants for their confidence in SSC. While we are not over subscribing to the full extent of the indicative demand, the over subscription to $6.0 million provides a distinct advantage." Swainson elaborated: "SSC has an acquisition payment of $2.25 million due in connection with the anticipated closing of Bio-Tech on or about February 7, 2025, and a further acquisition payment of $4.0 million due on May 31, 2025, in connection with the acquisition of ANC Inc. that previously closed in October 2024. Barring any unforeseen strategic or operational initiatives, the over subscription of the Offering to $6.0 million allows SSC to fund these acquisition payments without conducting further financing."

Over Subscribed $6.0 Million Convertible Debenture Financing Terms

The Debenture Units have the following key terms:

• Debenture Units: Each Debenture Unit consists of one $1,000 principal value convertible debentures of SSC (the "Debentures") and 1,000 common share purchase warrants of SSC (the "Warrants").
• Conversion: The Debentures are convertible into SSC common shares at $1.00 per SSC common share ("Conversion Price"), representing a 30% premium to SSC's 10-day VWAP trading price of $0.77, at any time during the term of the Debentures at the option of each holder.
• Maturity Date: 48 months from the date of issuance.
• Interest Rate: 11% per annum payable quarterly in cash.
• Security: Each Debenture will be secured by all of the present and after acquired property of SSC, which will be evidenced by a general security agreement and a pledge of shares of SSC's subsidiaries.
• Repayment: At maturity, the principal amount outstanding on the Debentures along with any accrued and unpaid interest, will be repaid by SSC in cash.
• Early Repayment: SSC will have a right to prepay or redeem a part of the entire principal amount of the Debentures at any time prior to maturity by providing a minimum 10 days notice.
• Warrants: Each Warrant is exercisable into one SSC common share at a price of $1.20 per common share for a period of four years from the date of issuance. If the maximum offering up to the over subscription amount is completed, a total of 6,000,000 Warrants will be issued. The Warrant exercise price of $1.20 per common share represents a 56% premium to SSC's 10-day VWAP trading price of $0.77.

No binding definitive agreement has been entered into with respect to the Offering and there is no guarantee the Offering will be completed on the terms disclosed in this press release or at all. The Offering and the Bio-Tech acquisition are both subject to a number of conditions precedent, including but not limited to the approval of the TSX Venture Exchange (the "TSXV"). For more details regarding the Offering and the Bio-Tech acquisition, see SSC's press releases dated January 28, 2025 and December 30, 2024 respectively, which are both available on SSC's SEDAR+ profile at www.sedarplus.ca.

About Simply Solventless Concentrates Ltd.

SSC is a public company incorporated under the Business Corporations Act (Alberta) that trades on the TSXV under the ticker symbol HASH. SSC's mission is to provide pure, potent, terpene-rich ready to consume 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", "projected", "approximately" 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 benefits of the Offering, the use of proceeds of the Offering, the closing date of the Offering, the closing date of the Bio-Tech acquisition, and SSC's ability to fund upcoming acquisition payments for Bio-Tech and ANC Inc. without the need for further financing. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material risks, factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, the ability to secure adequate financing on terms acceptable to SSC, the ability to maintain relationships with customers, employees and suppliers, the timing and market acceptance of products, competition in SSC's markets, SSC's reliance on customers, fluctuations in interest rates, SSC's ability to maintain good relations with its customers, employees  and other stakeholders, changes in law or regulations, SSC's ability to protect its intellectual property, 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 of 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.

Future Oriented Financial Information

This press release may contain future-oriented financial information and financial outlook information (collectively, "FOFI") about revenue, earnings and cashflows of SSC, which is subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about SSC's business operations. SSC and its management believe that FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, SSC's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results. SSC disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. Differences in the timing of capital expenditures or revenues and variances in production estimates can have a significant impact on the key performance measures included in SSC's guidance. SSC's actual results may differ materially from these estimates.

SOURCE Simply Solventless Concentrates Ltd.

Simply Solventless Concentrates Ltd., Jeff Swainson, President & CEO, Phone: [phone], Email: [email protected]