OTTAWA, ON, January 15, 2021 / CNW / – Molecule Holdings Inc. (CSE: MLCL) (“Molecule“or the”Society“), A Canadian Craft-Based Cannabis Beverage Company, Announces It Has Entered An Online Marketing Agreement With AGORA Internet Relations Corp. (” AGORA “); Offers To Settle The Company’s Debt through the issuance of common shares; and has established a restricted share unit plan (the “RSU Plan“) in addition to its stock option plan and intends to grant restricted stock units (“RSU“) to certain directors, employees and consultants.
ONLINE MARKETING PROGRAM
AGORA will provide online marketing, advertising and branding services to the Company by launching a digital platform for the Company. In accordance with the terms of the Agreement and subject to the policies of the Canadian Securities Exchange (“CSE”), the Company will pay for the services through share issues. The fees for a period of 12 months will be $ 75,000 plus HST, payable in installments of $ 15,000 plus the HST at the start and on each April 11, 2021, July 11, 2021, October 11, 2021 and January 31, 2022. The shares will be issued at the closing price on each of the above dates. All shares will be subject to a withholding of 4 months from the date of issue.
The Company proposes to pay up to $ 375,000 of debt at a price per share equal to $ 0.15, for the issuance of up to 2,500,000 common shares (the “Debt Settlement”). All securities issued will be subject to a legal holding period which will expire on the date that falls four months and one day from the date of issue.
It is anticipated that certain insiders may participate in the settlement of the debt and, as such, the settlement of the debt would be considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Security Holders minority interests in special transactions (“MI 61 -101”). The Company intends to take advantage of the exemption from the valuation requirement under Regulation 61-101 on the basis of the exemption provided for in Articles 5.5 (a ) and (b) of NI 61-101, and exemption from the minority ownership requirement shareholder approval under NI 61-101 based on the exemption provided in Article 5.7 (a ) of NI 61-101, because the fair market value of the consideration for shares to be issued to insiders in connection with the debt settlement will not exceed 25% of the market capitalization of the Company.
RSU PLAN AND SUBSIDIES
In order to further align the interests of senior executives, key employees, consultants and directors of the Company with those of the shareholders of the Company, the Board of Directors (the “Board”) has approved the implementation of the Plan. of RSUs.
Under the 10% “continuing” PSU plan, the board may grant up to 10% of the issued and outstanding shares of the company on the grant date to an eligible person, such PSUs to vest as determined by the Board and within three (3) years of the end of the calendar year in which the RSUs were awarded. Upon vesting, eligible participants will be entitled to an equal number of common shares of the Company, a cash payment equal to the number of PSUs granted multiplied by the fair market value of the common shares of the Company on the date redemption, or a combination, at the discretion of the Board.
The Company intends to grant a total of 4,536,850 RSUs to certain directors, officers, employees and consultants of the Company, with the vesting occurring at various times between the date of grant and June 30, 2021. All RSUs to be granted will be subject to a 4 month hold period from the date of grant in accordance with CSE Policy 6.
The Company has also amended its stock option plan to reflect the transition from the Company’s listing from the TSX Venture Exchange to the CSE upon its reverse takeover in September 2020.
ON BEHALF OF THE BOARD
MOLECULE HOLDINGS INC.
Through : “Philippe waddington“
President, CEO and Director
AGORACOM is the Web 2.0 online marketplace and forum for the citizens of the small cap investor community.
About Molecule Holdings Inc.
Molecule is working with client-partners to launch the production of cannabis infused drinks and edibles. We provide the infrastructure, know-how, technology and licenses to artisanal producers to create consumable cannabis products. Molecule’s goal is to be the gateway for companies looking to enter the cannabis beverage and edibles market, but choose not to go through the important process of obtaining the required cannabis licenses. .
Neither the Canadian Securities Exchange nor its regulatory services provider accepts responsibility for the adequacy or accuracy of this press release.
Certain statements contained in this press release may constitute forward-looking information.
Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “could”, “will”, “the”. intention ”,“ should ”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. The actual results of the Company could differ materially from those anticipated in this forward-looking information due to regulatory decisions, competitive factors in the industries in which the Company operates, economic conditions and other factors, many of which are beyond the scope of to the control of the company. In this press release, the Company makes forward-looking statements regarding debt settlement, including the final total amount of debt to be settled and the number of shares to be issued, the commitment and compensation of AGORA, and the granting of PSUs in accordance with the PSU Plan. The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that such expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this press release represents the Company’s expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.
SOURCE Molecule Holdings Inc.
For further information: André Audet, President and co-founder, Telephone: 1 (888) 665-2853 x101, Email: [email protected]