SIMPLY SOLVENTLESS ANNOUNCES AGREEMENT WITH NATURA LIFE + SCIENCE TO LAUNCH SLUGGERS IN CANADA, AND PROVIDES Q1 TIMING, EXECUTIVE AND MCTO UPDATES
CALGARY, AB, June 16, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) (" SSC" or the " Company") is pleased to announce that it has reached an agreement with Natura Life + Science (" Natura"), a California cannabis company, to launch Sluggers, the legendary northern California cannabis brand, in Canada. Sluggers' U.S. based website is as follows: https://sluggers.com/. SSC is also pleased to provide an update regarding changes made to its executive team, the timing of filing its first quarter results (" Financials") for the three months ended March 31, 2025, and an update on its previously announced management cease trade order (" MCTO") under National Policy 12-203 – Management Cease Trade Orders (" NP 12-203") initially issued by the Alberta Securities Commission, the Company's principal regulator, on May 5, 2025, and subsequently updated by SSC through press releases issued on April 30, 2025, May 14, 2025, May 20, 2025, and June 2, 2025.
Sluggers
The Sluggers brand was built by cannabis culture and community leaders, and is known for premium pre-rolls, vapes, and flower. With a passionate fan base, Sluggers has been setting the standard in the U.S. cannabis market, bringing consistent, innovative and high-quality products to a wide base of consumers.
Sluggers has rapidly expanded across multiple states, and they are now leveraging ANC Inc.'s leading manufacturing capability to bring Sluggers' exceptional products to Canada. ANC Inc. is a wholly owned subsidiary of SSC.
According to Headset data:
Sluggers is #1 in units sold in California for 3.5g pre-roll packs, including being the #2 infused pre-roll brand on 4/20. Currently, Sluggers sells over a million pre-rolls per month.
Sluggers has achieved 600% year over year growth in vape sales.
The initial Sluggers product launches coming in July are as follows:
Bubble Bath Juiced Hash & Diamond Infused Kief Coated 5-pack pre-roll in Ontario, Saskatchewan, and Manitoba.
Fire OG Hash & Diamond Infused Glass Tip 1.5g pre-roll in Ontario, Saskatchewan, and Manitoba.
Under the terms of the agreement, SSC has exclusivity on distribution of the the Sluggers brand in Canada. SSC will retain 75% of the net income generated from the sale of the Sluggers products. SSC will provide all raw materials and Natura will pay for all sales and marketing activities.
Jeff Swainson, SSC's President & CEO, stated: "We are thrilled to bring the iconic Sluggers brand to Canada, as we anticipate that it will generate the same level of enthusiasm and customer connection in Canada as it does in the U.S."
Executive Change
Jeff Holmgren, SSC's Chief Financial Officer (" CFO"), is no longer with SSC. SSC thanks Mr. Holmgren for his contributions and wishes him the best in his future endeavours.
The timing of filing SSC's Financials, including the related management's discussion and analysis and officer certificates (collectively, the " Required Filings"), will not be impacted and it is anticipated they will be released on June 20, 2025, as previously disclosed. SSC has engaged Lachlan McLeod, a seasoned cannabis executive, through his firm Stornoway CPA, to assist with the Q1 2025 Financials and certain other accounting and finance duties until such time as a permanent CFO is appointed.
Upcoming CFO Appointment
SSC is in the final stages of executing an employment contract with a highly experienced individual who upon execution of the employment agreement will be appointed as SSC's CFO subsequent to expiration of his notice period with his current employer.
Q1 2025 Filing Timeline & MCTO Update
The Company expects to file the Required Filings on or before June 20, 2025. Should this timing change, an update will be provided. The MCTO will remain in effect until the Company files the Required Filings.
As previously announced, pursuant to the MCTO, Management of the Company may not trade in securities of the Company until such time as the Company files the Required Filings and the MCTO is revoked. The MCTO does not affect the ability of other shareholders of the Company to trade in securities of the Company. The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing biweekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements.
The Company confirms that, except as publicly disclosed by the Company in its press releases: (a) there have been no material changes to the information contained in the default announcement issued on April 30, 2025 (the " Default Announcement") that would reasonably be expected to be material to an investor; (b) there have been no failures by the Company to fulfill its stated intentions with respect to satisfying the provisions of the alternative reporting guidelines under NP 12-203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
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 initial Sluggers product launches, Sluggers product quality, the innovative nature of Sluggers products, the consistency of Sluggers products, consumer enthusiasm regarding Sluggers, the potential following, popularity, and customer connection related to Sluggers, future CFO appointments, and the timing of filing the Required Filings and MCTO. 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.
SOURCE Simply Solventless Concentrates Ltd.
Hashtags
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Cision Canada
5 hours ago
- Cision Canada
SIMPLY SOLVENTLESS ANNOUNCES AGREEMENT WITH NATURA LIFE + SCIENCE TO LAUNCH SLUGGERS IN CANADA, AND PROVIDES Q1 TIMING, EXECUTIVE AND MCTO UPDATES
CALGARY, AB, June 16, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) (" SSC" or the " Company") is pleased to announce that it has reached an agreement with Natura Life + Science (" Natura"), a California cannabis company, to launch Sluggers, the legendary northern California cannabis brand, in Canada. Sluggers' U.S. based website is as follows: SSC is also pleased to provide an update regarding changes made to its executive team, the timing of filing its first quarter results (" Financials") for the three months ended March 31, 2025, and an update on its previously announced management cease trade order (" MCTO") under National Policy 12-203 – Management Cease Trade Orders (" NP 12-203") initially issued by the Alberta Securities Commission, the Company's principal regulator, on May 5, 2025, and subsequently updated by SSC through press releases issued on April 30, 2025, May 14, 2025, May 20, 2025, and June 2, 2025. Sluggers The Sluggers brand was built by cannabis culture and community leaders, and is known for premium pre-rolls, vapes, and flower. With a passionate fan base, Sluggers has been setting the standard in the U.S. cannabis market, bringing consistent, innovative and high-quality products to a wide base of consumers. Sluggers has rapidly expanded across multiple states, and they are now leveraging ANC Inc.'s leading manufacturing capability to bring Sluggers' exceptional products to Canada. ANC Inc. is a wholly owned subsidiary of SSC. According to Headset data: Sluggers is #1 in units sold in California for 3.5g pre-roll packs, including being the #2 infused pre-roll brand on 4/20. Currently, Sluggers sells over a million pre-rolls per month. Sluggers has achieved 600% year over year growth in vape sales. The initial Sluggers product launches coming in July are as follows: Bubble Bath Juiced Hash & Diamond Infused Kief Coated 5-pack pre-roll in Ontario, Saskatchewan, and Manitoba. Fire OG Hash & Diamond Infused Glass Tip 1.5g pre-roll in Ontario, Saskatchewan, and Manitoba. Under the terms of the agreement, SSC has exclusivity on distribution of the the Sluggers brand in Canada. SSC will retain 75% of the net income generated from the sale of the Sluggers products. SSC will provide all raw materials and Natura will pay for all sales and marketing activities. Jeff Swainson, SSC's President & CEO, stated: "We are thrilled to bring the iconic Sluggers brand to Canada, as we anticipate that it will generate the same level of enthusiasm and customer connection in Canada as it does in the U.S." Executive Change Jeff Holmgren, SSC's Chief Financial Officer (" CFO"), is no longer with SSC. SSC thanks Mr. Holmgren for his contributions and wishes him the best in his future endeavours. The timing of filing SSC's Financials, including the related management's discussion and analysis and officer certificates (collectively, the " Required Filings"), will not be impacted and it is anticipated they will be released on June 20, 2025, as previously disclosed. SSC has engaged Lachlan McLeod, a seasoned cannabis executive, through his firm Stornoway CPA, to assist with the Q1 2025 Financials and certain other accounting and finance duties until such time as a permanent CFO is appointed. Upcoming CFO Appointment SSC is in the final stages of executing an employment contract with a highly experienced individual who upon execution of the employment agreement will be appointed as SSC's CFO subsequent to expiration of his notice period with his current employer. Q1 2025 Filing Timeline & MCTO Update The Company expects to file the Required Filings on or before June 20, 2025. Should this timing change, an update will be provided. The MCTO will remain in effect until the Company files the Required Filings. As previously announced, pursuant to the MCTO, Management of the Company may not trade in securities of the Company until such time as the Company files the Required Filings and the MCTO is revoked. The MCTO does not affect the ability of other shareholders of the Company to trade in securities of the Company. The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing biweekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements. The Company confirms that, except as publicly disclosed by the Company in its press releases: (a) there have been no material changes to the information contained in the default announcement issued on April 30, 2025 (the " Default Announcement") that would reasonably be expected to be material to an investor; (b) there have been no failures by the Company to fulfill its stated intentions with respect to satisfying the provisions of the alternative reporting guidelines under NP 12-203; (c) there has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and (d) there is no other material information concerning the affairs of the Company that has not been generally disclosed. 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 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 initial Sluggers product launches, Sluggers product quality, the innovative nature of Sluggers products, the consistency of Sluggers products, consumer enthusiasm regarding Sluggers, the potential following, popularity, and customer connection related to Sluggers, future CFO appointments, and the timing of filing the Required Filings and MCTO. 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 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. SOURCE Simply Solventless Concentrates Ltd.
Cision Canada
7 hours ago
- Cision Canada
Lumina Gold Announces Securityholder Approval of Acquisition by CMOC
VANCOUVER, BC, June 16, 2025 /CNW/ - Lumina Gold Corp. (TSXV: LUM) (OTCQB: LMGDF) (the "Company" or "Lumina") is pleased to announce that, the holders ("Shareholders") of common shares of the Company ("Shares"), holders of options of the Company ("Optionholders") and holders of restricted share units of the Company (the "RSU Holders" and together with the Shareholders and Optionholders, the "Securityholders") have voted in favour of the previously announced acquisition of the Company with CMOC Singapore Pte. Ltd., a Singapore entity and a subsidiary of CMOC Group Limited (collectively "CMOC") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") at the Company's special meeting of Securityholders (the "Meeting") held earlier today. The completion of the Arrangement required the approval of: (i) at least two thirds (66 2/3%) of the votes cast by Shareholders present in person or by proxy and entitled to vote at the Meeting; (ii) at least two thirds (66 2/3%) of the votes cast by the Securityholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast at the Meeting by Shareholders in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast in respect of Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The matter voted upon at the Meeting and the results of the voting were as follows: Special Resolution: the full text of which is set forth in Appendix "A" to the management information circular of Lumina dated May 14, 2025 (the "Circular"), approving, among other things, a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving Lumina Gold Corp., CMOC Singapore Pte. Ltd., and 1536188 B.C. Ltd. ("Acquireco") Outcome of Vote For Against By Shareholders. Approved 319,473,072 (99.76%) 780,679 (0.24%) By Securityholders, voting as a single class. Approved 354,386,404 (99.78%) 780,679 (0.22%) By Shareholders (excluding votes attached to the Shares required to be excluded for the purposes of "minority approval" under MI 61-101). Approved 292,613,632 (99.73%) 780,679 (0.27%) Subject to receipt of a final order in respect of the Arrangement from the Supreme Court of British Columbia (the "Court"), and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement entered into among the Company, CMOC, and Acquireco dated April 21, 2025 (the "Arrangement Agreement"), the Arrangement is expected to close in late June. Further to the Company's disclosure in the Circular, the Company determined that Martin Rip, Chief Financial Officer and a related party (as defined in MI 61-101) of Lumina, beneficially owns or exercises control or direction over greater than one percent (1%) of the total Shares. The special committee of independent members of the board of directors of Lumina did not determine that the value of the benefit, net of any offsetting costs to Mr. Rip, was less than 5% of the value of the consideration Mr. Rip expected he would be beneficially entitled to receive under the Arrangement in exchange for the securities of the Company he beneficially owned. As a result, Mr. Rip's votes in respect of the Shares he beneficially owned or over which he exercised control or direction were excluded from the vote for minority shareholder approval sought pursuant to MI 61-101 at the Meeting. Further details regarding the Arrangement are provided in the Circular which is available on SEDAR+ at under the Company's issuer profile. About Lumina Gold Lumina Gold Corp. (TSXV: LUM) is a Vancouver, Canada based exploration company focused on the Cangrejos project located in El Oro Province, southwest Ecuador. In 2023, the Company completed a Pre-Feasibility Study for the Project, which is the largest primary gold deposit in Ecuador. Lumina has an experienced management team with a successful track record of advancing and monetizing exploration projects. Further details are available on the Company's website at To receive future news releases please sign up at LUMINA GOLD CORP. | Marshall Koval, President & CEO, Director Neither the 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 news release. Cautionary Note Regarding Forward-Looking Information Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Arrangement; receipt of regulatory and Court approval; the closing and expected timing of closing of the Arrangement. Often, but not always, forward-looking statements or information can be identified by the use of words such as "will" or "projected" or variations of those words or statements that certain actions, events or results "will", "could", "are proposed to", "are planned to", "are expected to" or "are anticipated to" be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, the Company has made numerous assumptions including among other things, assumptions about general business and economic conditions, metals prices, the timely receipt of necessary approvals, the Company's ability to comply with the terms and conditions of the Arrangement Agreement, no unplanned delays or interruptions, and expected Ecuador national, provincial and local government policies. The foregoing list of assumptions is not exhaustive. Although management of the Company believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks associated with the business of the Company; business and economic conditions in the mining industry generally; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions (including with respect to the tonnage, grade and recoverability of reserves and resources); risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk factors as detailed from time to time in the Company's continuous disclosure documents filed with Canadian securities administrators. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Cision Canada
8 hours ago
- Cision Canada
WILLOW BIOSCIENCES INC. ANNOUNCES CONDITIONAL ACCEPTANCE OF TSX VENTURE EXCHANGE TO LIST PURSUANT TO THE TSXV SANDBOX
CALGARY, AB, June 16, 2025 /CNW/ - Willow Biosciences Inc. (the " Company") (TSX: WLLW), in connection with its proposed TSXV Sandbox listing, is pleased to announce that it has received conditional acceptance to list its common shares on the facilities of the TSX Venture Exchange (the " TSXV") as a Tier 2 Investment Issuer under the TSXV Sandbox Program upon closing of the previously announced (a) non-brokered equity private placement for aggregate gross proceeds of $30.0 million (the " Private Placement"); (b) appointment of a new management team and new board of directors; (c) name change to "Atlas Energy Corp."; and (d) consolidation (the " Consolidation") of the common shares of the Company (the " Common Shares") on the basis of one (1) post-Consolidation Common Share for every five (5) pre-Consolidation Common Shares, which are expected to be completed on June 19, 2025 (collectively, the " Transaction"). The TSXV Sandbox is an initiative intended to facilitate listing applications that may not generally satisfy the requirements and guidelines of the TSXV, but due to facts or situations unique to a particular issuer otherwise warrant a listing on the TSXV or an exemption from certain requirements in the TSXV Corporate Finance Manual. The post-Consolidation Common Shares are expected to commence trading under the new name "Atlas Energy Corp." and new symbol "ATLE" on the facilities of the TSXV at market opening on Tuesday, June 24, 2025, and the common shares of Willow Biosciences Inc. will be concurrently delisted from the Toronto Stock Exchange (the " TSX").The Company will remain a "reporting issuer" under applicable Canadian securities laws through the listing transition process from the TSX to the TSXV. Shareholder approval is not required under the policies of the TSX to proceed with the transition as the TSXV is an acceptable alternative market. No action is required by shareholders in connection with the transition of the Company's listing to the TSXV. The Company does not currently meet certain of the continued listing requirements of the TSX or the original listing requirements of the TSXV set out in Policy 2.1 – Initial Listing Requirements because the Company will have no specific investments at the time of listing on TSXV and will therefore not meet the initial listing requirement of having 50% of its available funds invested in 2 specific investments at the time of listing to meet initial listing requirements for a Tier 2 Investment Issuer. As such, the TSXV has exercised its discretion to waive certain original listing requirements in granting the Company conditional acceptance of listing pursuant to the TSXV Sandbox. The Company will remain listed pursuant to the TSXV Sandbox until the following exit conditions (the " Exit Conditions") are met within 12 months of listing on the TSXV (the " Exit Deadline"): (i) the Company has completed the Private Placement for aggregate gross proceeds of $30.0 million; (i) the Company has deployed at least 50% of its available funds following completion of the Private Placement to fund two or more qualifying investments that are satisfactory to the TSXV; (ii) the Company has no outstanding compliance or disclosure issues; and (iii) the Company has made a formal application to the TSXV for an exit review, along with the applicable filing fee, and the TSXV is satisfied the Exit Conditions have been met. If the Company has not satisfied the Exit Conditions by the Exit Deadline, the Company's listing may be transferred from the TSXV to the NEX. So long as the Company remains a TSXV Sandbox issuer, it will also be subject to the following restrictions and disclosure obligations in addition to the TSXV tier 2 continued listing requirements and disclosure obligations pursuant to the policies of theTSXV: (a) any proposed investment is subject to TSXV review and acceptance, including all investments that would otherwise be considered an "Exempt Transaction" as such term is defined in Policy 5.3 – Acquisitions and Dispositions; (b) all the Common Shares and Common Share purchase warrants to be issued to the new management team and new board pursuant to the Private Placement will be held in escrow pursuant to an escrow agreement in the form of TSXV's Form 5D. The first release from escrow will occur on the date on which the TSXV issues a bulletin confirming the Company has satisfied all the Exit Conditions and accepted the Company's exit from the TSXV Sandbox program (the " Exit Date"). On the Exit Date, upon the Company meeting all TSXV Sandbox listing requirements, the TSXV's Tier 2 escrow release schedule will be retroactively applied to the original listing date of the Company on the TSXV pursuant to the TSXV Sandbox program; (c) the Company may grant equity incentive awards but no such awards may vest, be settled or be exercised, as the case may be, until the Exit Date, or in the case of restricted share units, deferred share units or performance share units, until the later of (i) one year from the date of grant and (ii) the Exit Date; and (d) all continuous disclosure documents of the Company must refer to the Company being listed on the TSXV under the TSXV Sandbox program. The Company has received a waiver from the sponsorship requirements under Policy 2.2 – Sponsorship and Sponsorship Requirements of the TSXV of the TSXV's Corporate Finance Manual. The Company also announces the voting results from its special meeting of shareholders held on June 16, 2025 (the " Meeting"). A total of 55,889,478 Common Shares, representing approximately 37.97% of the Company's issued and outstanding shares were represented at the meeting. The shareholders approved the below matters. The resolutions approving the below matters may be viewed in full in the Company's management information circular dated May 13, 2025. For complete voting results on all matters approved at the Meeting, please see the Company's Report of Voting Results dated June 16, 2025, available on SEDAR+ at The Company Following completion of the Transaction, the recapitalized Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics. Reader Advisories Completion of the Transaction is subject to a number of conditions, including but not limited to, the final acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in a TSXV Form 2B – Listing Application to be prepared and filed in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative. This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release. Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. Investors are advised to review this news release to review all waivers granted in connection with the Company's listing, details on the listing conditions imposed by the Company, the exit conditions the Company must meet in order to exit TSXV Sandbox, and any consequences if the Company does not meet these exit conditions. Once listed, there can be no assurance that the Company will meet all the Exit Conditions. For details on TSXV Sandbox Listings, please visit resources/tsxv-sandbox. Forward-Looking and Cautionary Statements This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the Transaction; the timing and ability of the Company to commence trading on the TSXV (if at all); and the business and operations of the Company; the completion, ratio and timing of the Consolidation; the recapitalized Company's corporate strategy; the financial performance of the recapitalized Company; and other anticipated benefits of the Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the satisfaction of other closing conditions in accordance with the terms of the Agreement and the ability of the new management team to implement the corporate strategy of the recapitalized Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the new management team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. All dollar figures included herein are presented in Canadian dollars. SOURCE Willow Biosciences Inc.
