SIMPLY SOLVENTLESS ANNOUNCES REPAYMENT OF $3.4 MILLION OF PROMISSORY NOTES DUE MAY 31, 2025 WITH SSC SHARES AT $0.50/SHARE AND THE AMENDMENT OF THE REMAINING $3.75 MILLION NOTES TO BE REPAID OVER TWO YEARS
CALGARY, AB, June 3, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) (" SSC") is pleased to announce that it has amended the terms of its aggregate notes payable of up to $7.15 million due to the prior shareholders of ANC Inc. (" ANC"), which were comprised of a non-interest bearing promissory note with $3.65 million currently outstanding (the " Promissory Note"), previously due May 31, 2025, and a non-interest bearing earn-out note with up to $3.5 million outstanding, previously due October 31, 2025 (together with the Promissory Note, the " Notes"). The Notes were originally issued on October 17, 2024 as partial consideration in connection with the acquisition by SSC of ANC. The amendment of the Notes provides for the following repayment terms:
Approximately $3.4 million of the Notes will be repaid through the issuance of 6,875,000 common shares of SSC at $0.50 per common share (the " Equity Issuance"), subject to approval from the TSXV.
$0.5 million of the Notes have been discharged.
$1.0 million of the Notes will be repaid in cash on or around June 3, 2026.
$2.2 million of the Notes will be repaid in weekly cash payments averaging $21,370.19 over two years. Should SSC repay this balance by July 31, 2025, the remaining principal balance owing at that time will be reduced by $367,500. Should SSC repay this balance by December 31, 2025, the remaining principal balance owing at that time will be reduced by $245,000.
The Equity Issuance will be subject to a hold period of four months and one day from the date of issuance. In connection with the amendment of the Notes.
Summary of Repayment & Amendments
Prior Terms
Amended Terms
Principal Balance
Total up to $7.15 million
$3.2 million
Due Date / Payments
$3.65 million due May 31, 2025
Up to $3.5 million due October 31, 2025
$1.0 million payable June 3, 2026
$21,370.19 paid weekly over two years
Equity Paid
Maximum $1.75 million
$3.4 million
Early Repayment by July 31, 2025
N/A
$0.3675 million reduction
in remaining principal balance
Early Repayment by December 31, 2025
N/A
$0.245 million reduction
in remaining principal balance
Jeff Swainson, SSC's President & CEO, stated: "We would like to thank ANC's prior shareholders for their belief in SSC as demonstrated by their desire to have approximately $3.4 million of their notes repaid in SSC shares at $0.50/share. This arrangement significantly improves SSC's balance sheet while reducing cash flow obligations, providing a strong foundation for future growth and the execution of our impactful business plan focussed on opportunistic acquisitions."
Related Party Transaction
James, Clarke, Thomas Facciolo and Tairance Rutter, insiders of SSC, will receive a portion of the Equity Issuance as parties to the amended Notes, which are considered "related party transactions" for the purposes of National Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (" MI 61-101"). SSC was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on section 5.5(a) and 5.7(1)(a) of MI 61-101. SSC did not file a material change report in respect of the related party transaction 21 days prior to the closing of the amendment as the details of the amendment had not been confirmed at that time. Further details will be provided in a material change report to be filed by SSC subsequent to the dissemination of this press release.
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 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 TSXV approval of the Equity Issuance and the benefits of the Notes amendment. 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, 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, including its most recent annual information form. 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.
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.
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