SIMPLY SOLVENTLESS ANNOUNCES COMMENCEMENT OF HUMBLE GROW CO. RETROFIT EXPECTED TO INCREASE PRODUCTION TO 14,000KG OF CANNABIS PER YEAR & CLOSING OF ANC INC. PROM NOTE REPAYMENT AND AMENDMENT
Humble Retrofit Commencement
The Retrofit is expected to increase cannabis production from approximately 8,000kg per year to approximately 14,000kg per year, and to increase annual revenue from approximately $9.6 million ($9.1 million net of intercompany revenue) to approximately $18.0 million ($16.0 million net of intercompany revenue) at current price levels. SSC expects that harvests from the Retrofit will commence in late 2025 or early 2026.
Humble has performed well since being acquired due to our strong cultivation team, significant integration efforts, and substantial cost reductions. During Q2 2025, Humble generated revenue of approximately $2.4 million ($2.3 million net of intercompany revenue) and EBITDA of approximately $0.5 million ($0.5 million net of intercompany revenue and expenses). The Retrofit leverages this strong performance and the previously obtained proof of concept on expected production increases resulting from two years of trials. SSC does not expect an increase in Humble fixed operating costs because of the Retrofit.
The Retrofit is expected to cost approximately $2.5 million. SSC is using a mix of equipment financing and cash flow from operations to fund the retrofit. SSC expects that it will receive rebates of between $0.5 million and $0.75 million from the Government of Manitoba, reducing the total expected capital cost for the Retrofit to between $1.75 million and $2.0 million.
Jeff Swainson, President & CEO of SSC, stated: "We have been keen to proceed with the Retrofit since we acquired Humble, and we are now in the position to allocate cash flow from operations to the Retrofit. We look forward to reaping the rewards of this material increase in production in an environment with balancing supply and demand dynamics, and we thank Alexa Goertzen, Bobby Bains, and Thomas Facciolo for their great efforts in advancing this project."
Closing of ANC Promissory Note Repayment & Amendment
The Notes were originally issued on October 17, 2024 as partial consideration in connection with the acquisition by SSC of ANC. The Notes were repaid and amended as follows:
Approximately $3.4 million of the Notes were repaid through the issuance of 6,875,000 common shares of SSC at $0.50 per common share (the " Equity Issuance"). The Equity Issuance was approved by the TSXV.
$0.5 million of the Notes were discharged.
$1.0 million of the Notes will be repaid in cash on or before 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 remaining Note is non-interest bearing.
The Equity Issuance is subject to a hold period of four months and one day from the date of issuance.
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."
Related Party Transaction
James, Clarke, Thomas Facciolo and Tairance Rutter, insiders of SSC, received 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. Further details are provided in a material change report filed by SSC on June 18, 2025.
(1) All financial figures in the news release are unaudited. Actual results may differ from estimates.
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.
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 results of the Humble retrofit including Humble production volumes, revenue, EBITDA, fixed operating costs, sales prices, and capital costs, availability of equipment financing for Humble Retrofit, the potential to receive government rebates for the Humble Retrofit, and the supply demand environment for cannabis. 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. 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 contains future-oriented financial information and financial outlook information (collectively, "FOFI") about revenue, adjusted EBITDA and NNI of SSC, which are 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 future 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.
Non-IFRS Financial Measures
This press release includes references to "EBITDA", which is not defined under International Financial Reporting Standards (IFRS). The intent of these non-IFRS measures is to provide additional useful information to investors and analysts. These non-IFRS measures do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other entities. As such, these non-IFRS measures should not be considered in isolation or used as a substitute for measures of performance prepared in accordance with IFRS.
EBITDA is calculated as income before interest, taxes, depreciation and amortization expenses. EBITDA is considered a useful measure by management to understand profitability excluding the effects of capital structure, taxation and depreciation, but may not be appropriate for other purposes. EBITDA is not defined under IFRS and therefore should not be considered an alternative to, or more meaningful than net income (loss) and comprehensive income (loss).
See the " Operations" section in SSC's management's discussion & analysis for the period Q1 2025, available on SEDAR+ at www.sedarplus.ca, for a quantitative reconciliation of net income to adjusted EBITDA for that period.
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.
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FuelPositive is located in Ontario and Manitoba ( Canada ) and trades on the TSX Venture Exchange under the symbol NHHH, as well as on the OTCQB in the USA under the symbol NHHHF. Cautionary Statement Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release. Forward-Looking Statements This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") that are based on expectations, estimates and projections as of the date of this news release. The information in this release about future plans and objectives of the Company are forward-looking statements. These forward-looking statements are based on assumptions and estimates of management of the Company at the time they were made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Many of these uncertainties and contingencies can directly or indirectly affect and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking information is provided to provide information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking information or to explain any material difference between subsequent actual events and such forward-looking information, except to the extent required by applicable law. SOURCE FuelPositive Corp. For further information, please contact: Ian Clifford, Co-Founder, Chief Executive Officer and Board Chair, [email protected], Tel: 416.535.8395, Investor Relations Canada, United States & International: Transcend Capital Inc., [email protected]
