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Cision Canada
01-05-2025
- Business
- Cision Canada
SIMPLY SOLVENTLESS ADVISES OF DELAY IN FILING ANNUAL FINANCIAL STATEMENTS DUE TO AUDIT DELAY, PROVIDES UPDATE ON TERMINATION OF CANADABIS ACQUISITION, & FILES APPLICATION FOR MANAGEMENT CEASE TRADE ORDER
CALGARY, AB, April 30, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) (" SSC" or the " Company") announces that it will not be in a position to file its audited annual financial statements for the year ended December 31, 2024, the related management's discussion and analysis and related CEO and CFO certificates by the required deadline of April 30, 2025 (the " Required Filings") due to a delay in the financial statement audit process, provides further information regarding the CanadaBis Capital Inc. (" CanadaBis") arrangement agreement (" Arrangement Agreement") termination, and files a management cease trade order (" MCTO") application with the Alberta Securities Commission (" ASC"). Annual 2024 Financials Filing Delay SSC was notified by its on auditor on April 28, 2025 that it was likely the audit of its annual financial statements and management discussion and analysis for the year ended December 31, 2024 would not be complete by April 30, 2025. The delay is due to the fact that SSC's auditors require additional time to complete the audit process. In particular, SSC and its auditor are evaluating the tax treatment of a reorganization transaction of one of its subsidiaries completed prior to SSC's acquisition of it, pursuant to which certain debt of the subsidiary owing to its then parent company was settled in exchange for shares. The tax implications of this reorganization are complicated and have resulted in extensive investigation and additional audit procedures. SSC expects to file its 2024 annual financial statements and related management's discussion and analysis on May 21, 2025. SSC believes that it is close to resolving all related audit matters, and is using its best efforts to work with its auditor to conclude on the audit as soon as possible. SSC will provide further information regarding the timing of the filing of its Required Filings as it becomes available. Other than as disclosed herein, the Company is up to date in its filing obligations. CanadaBis Acquisition Termination SSC has received a notice of termination from CanadaBis with respect to the Arrangement Agreement dated March 11, 2025 between SSC and CanadaBis. The Arrangement Agreement provided for the acquisition of all of the issued and outstanding shares of CanadaBis by SSC by way of a court approved plan of arrangement under the Business Corporations Act (Alberta). CanadaBis stated in its news release dated April 28, 2025: "Recent information constitutes an SCC Material Adverse Change under the terms of the Arrangement Agreement". SSC categorically denies that there is any SSC Material Adverse Change and is of the opinion that CanadaBis has not validly terminated the Arrangement Agreement in accordance with its terms. SSC has demanded payment from CanadaBis of the break fee in the amount of $1,200,000 by no later than April 30, 2025. The termination of the Arrangement Agreement is unrelated to the delay in filing the Required Filings. Jeff Swainson, President and CEO of SSC stated: "We are working expeditiously towards completion of the audit and filing of our financial statements. The audit delay is entirely unrelated to the termination by CanadaBis of the Arrangement Agreement. SSC refutes that any material adverse change has happened to our business and SSC is pursuing all legal remedies against CanadaBis, including payment of a $1.2 million break fee, for the invalid termination of the Arrangement Agreement. CanadaBis raised $4.1 million capital after the Arrangement Agreement was announced, while SSC incurred cost and worked in good faith to close the transaction. We are not deterred, and upon filing our financial statements we are steadfastly committed to our business plan." Management Cease Trade Order SSC has applied to the ASC, as principal regulator for the Company, and to the British Columbia Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission for the imposition of a management cease trade order under National Policy 12-203 – Management Cease Trade Orders (" NP 12-203") throughout the duration of the default. The management cease trade order, if approved, will generally not affect the ability of persons who are not or have not been management of the Company to trade in its securities. SSC 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. SSC confirms that there is no other material information relating to its affairs that has not been generally disclosed. The Company is not involved in any insolvency proceedings. 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" 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 timing of release of the Required Filings, the audit being completed, the resolution of audit matters, a $1.2 million break fee demanded by SSC, and the receipt of a 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 of completion of the audit, the resolution of audit matters, the timing of receipt of the MCTO if at all, and whether CanadaBis pays the break fee as demanded by SSC, expectations and assumptions concerning 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 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 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 release. SOURCE Simply Solventless Concentrates Ltd.
Cision Canada
28-04-2025
- Business
- Cision Canada
Arrangement Agreement Between CanadaBis Capital and Simply Solventless Inc. Terminated
CALGARY, AB, April 28, 2025 /CNW/ - CanadaBis Capital Inc. ("CanadaBis" or "Stigma Grow") (TSXV: CANB) today announces that CanadaBis has terminated the Arrangement Agreement (as defined below) with Simply Solventless Concentrates Ltd. (TSXV: HASH) (OTC:SSCLCF)("SSC") effective immediately. On March 11, 2025, CanadaBis entered into an Arrangement Agreement with SSC pursuant to which SSC was to acquire all of the issued and outstanding common shares of CanadaBis by way of a court approved plan of arrangement under the Business Corporations Act (Alberta) (the " Transaction"). Recent information constitutes an "SCC Material Adverse Change" under the terms of the Arrangement Agreement and management believes it's in the best interest of the Shareholders and stakeholders of CanadaBis to terminate the Arrangement Agreement. As such CanadaBis has communicated with SSC that it does not intend to proceed with the Arrangement at this time. A number of individuals had entered into voting and support agreements pursuant to which they have agreed, subject to the terms thereof, to support and vote all of their Shares in favour of the Transaction. All these voting and support agreements terminate automatically upon termination of the Arrangement Agreement. Special Meeting of CanadaBis Shareholders The special meeting of shareholders of CanadaBis has been cancelled. ABOUT CANADABIS CAPITAL LTD. CanadaBis Capital Inc. is a public CanadaBis (TSXV: CANB) is a vertically integrated Canadian cannabis CanadaBis focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility. For more information regarding CanadaBis, please see and SOURCE CanadaBis Capital Inc.
Globe and Mail
02-04-2025
- Business
- Globe and Mail
CANADABIS ANNOUNCES CLOSING OF FIRST TRANCHE OF FINANCING FOR $2.6 MILLION
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES ./ CALGARY, AB , /CNW/ - CanadaBis Capital Inc. (" CanadaBis") (TSXV: CANB) is pleased to announce that it has closed the first tranche of the previously announced brokered private placement of 11% unsecured convertible debentures (the " Debentures") at a price of $1,000 per Debenture (the " Financing"). Closing of the first tranche consisted of the issuance of 2,620 Debentures for aggregate gross proceeds of $2,620,000 . Research Capital Corporation is acting as the sole agent and sole bookrunner in connection with the Financing (the " Agent"). The Debentures bear interest at a rate of 11.0% per annum from the date of issue, payable quarterly in arrears. Interest shall be paid in cash or common shares of the Company (" Common Shares") at the Company's sole discretion, subject to Exchange approval. The Debentures will mature on April 2, 2029 (" Maturity Date"). The principal amount of each Debenture shall be convertible, at the option of the holder, for no additional consideration, into Common Shares, following August 3, 2025 , and prior to the Maturity Date at a Conversion Price equal to $0.10 per Common Share (the " Conversion Price"), subject to customary adjustments. The Debentures will be repaid in cash at the Maturity Date. On and following the date that is five (5) months from the date of issuance of the Debentures, CanadaBis shall have the right to either partially or fully redeem the outstanding Debentures in cash at 105% of the outstanding principal amount of the Debenture at the time of redemption, plus accrued interest in cash, provided, however, that if the Debentures are redeemed before being outstanding for six (6) months, CanadaBis shall pay the holder all accrued and unpaid interest, plus an additional amount to ensure the holder receives at least six (6) months of interest on the principal amount being redeemed, net of any interest already paid. The Debentures will be subject to a statutory hold period of four months and one day expiring on August 3, 2025 . A second and final tranche of the Financing is expected to close in the following week, or such date as agreed upon between the Company and the Agent. CanadaBis has granted the Agent an option (the " Agent's Option") to increase the size of the Financing by up to 15% of the Debentures, exercisable by giving written notice of the exercise of the Agent's Option, or a part thereof, to CanadaBis at any time up to 48 hours prior to the time of closing of the second and final tranche of the Financing. CanadaBis is in the process of completing a plan of arrangement with Simply Solventless Concentrates Ltd. (" SSC") as more particularly disclosed in the March 12 Release (the " Arrangement"). The special meeting of CanadaBis shareholders to approve the Arrangement has been set for April 28, 2025 , and meeting materials have been filed on CanadaBis' website and under CanadaBis's profile on SEDAR+ at The Financing is not conditional upon the closing of the Arrangement, nor is the Arrangement conditional upon closing the Financing. The indenture governing the Debentures will include customary language providing that common shares of SSC shall be issued upon conversion of Debentures following closing of the Arrangement, with an adjustment to the conversion price of the Debentures based on the exchange ratio provided in the Arrangement. In connection with the closing of the first tranche of the Financing, CanadaBis paid to the Agent an aggregate amount equal to $140,850 consisting of the Agent's fee and an advisory fee. As additional consideration for the services of the Agent, on the closing of the first tranche of the Financing, CanadaBis granted: (i) an aggregate of 1,251,000 broker warrants to the Agent; and (ii) an aggregate of 150,000 advisory warrants (together, the " Compensation Options"). Each Compensation Option entitles the holder thereof to acquire one Common Share at an exercise price equal to $0.10 for a period of 48 months following the date hereof. A copy of the arrangement agreement is available on SEDAR+ under CanadaBis' profile at ABOUT CANADABIS CAPITAL LTD. CanadaBis Capital Inc. is a public CanadaBis (TSXV: CANB) is a vertically integrated Canadian cannabis CanadaBis focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility. For more information regarding CanadaBis, please see and Notice on Forward Looking Information This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include but are not limited to statements with respect to the timing of the closing of any subsequent tranche of the Financing, the total proceeds to be raised pursuant to the Financing, and the completion of the proposed Arrangement. These statements while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward- looking statements. Such factors include, but are not limited to: receipt of regulatory approvals including the TSX Venture Exchange or delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although CanadaBis has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. CanadaBis does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Yahoo
28-03-2025
- Business
- Yahoo
CANADABIS ANNOUNCES UPSIZE OF CONVERTIBLE DEBENTURE FINANCING TO $4.5 MILLION
/Not for distribution to U.S. news wire services or for dissemination in the United States./ CALGARY, AB, March 27, 2025 /CNW/ - CanadaBis Capital Inc. ("CanadaBis") (TSXV: CANB) is pleased to announce that, due to strong investor demand, the brokered private placement previously announced on March 12, 2025 (the "March 12 Release") has been increased to up to 4,500 unsecured convertible debentures (the "Debentures") at a price of $1,000 per Debenture, for gross proceeds of up to $4.5 million (the "Financing"). Research Capital Corporation is acting as the sole agent and sole bookrunner (the "Agent"). The Debentures shall bear interest at a rate of 11.0% per annum from the date of issue, payable quarterly in arrears. Interest shall be paid in cash or common shares of the Company ("Common Shares") at the Company's sole discretion. The Debentures will mature on the date that is 48 months from the closing of the Financing ("Maturity Date"). The principal amount of each Debenture shall be convertible, at the option of the holder, for no additional consideration, into Common Shares of the following the date that is 4 months and 1 day from the date of issuance and prior to the Maturity Date at a Conversion Price equal to $0.10 per Common Share (the "Conversion Price"), subject to customary adjustments. The Debentures will be repaid in cash at the Maturity Date. On and following the date that is five (5) months from the date of issuance of the Debentures, CanadaBis shall have the right to either partially or fully redeem the outstanding Debentures in cash at 105% of the outstanding principal amount of the Debenture at the time of redemption, plus accrued interest in cash, provided, however, that if the Debentures are redeemed before being outstanding for six (6) months, CanadaBis shall pay the holder all accrued and unpaid interest, plus an additional amount to ensure the holder receives at least six (6) months of interest on the principal amount being redeemed, net of any interest already paid. CanadaBis has granted the Agent an option (the "Agent's Option") to increase the size of the Financing up to 15% of the Debentures, exercisable by giving written notice of the exercise of the Agent's Option, or a part thereof, to CanadaBis at any time up to 48 hours prior to the time of closing of the Financing. The first tranche of the Financing is expected to occur on or about April 2, 2025, and a second tranche of the Financing is expected to close the following week. The Financing is subject to a number of conditions precedent, including but not limited to the approval of the TSXV. The Debentures will be subject to a statutory hold period of four months and one day after the closing of the Financing. The Company has agreed to pay the Agent a cash commission equal to 6.0% of gross proceeds plus such number of broker warrants as is equal to 6.0% of the number of Common Shares issuable upon conversion of the Debentures (based on the Conversion Price), subject to a reduction for orders on a 'president's list'. Each broker warrant is exercisable for one Common Share at the price of $0.10 per Common Share for a term of 48 months from date of issue. CanadaBis is in the process of completing a plan of arrangement with Simply Solventless Concentrates Ltd. ("SSC") as more particularly disclosed in the March 12 Release (the "Arrangement"). The special meeting of CanadaBis shareholders to approve the Arrangement has been set for April 28, 2025. The Financing is not conditional upon the closing of the Arrangement, nor is the Arrangement conditional upon closing the Financing. The indenture governing the Debentures will include customary language providing that common shares of SSC shall be issued upon conversion of Debentures following closing of the Arrangement, with an adjustment to the conversion price of the Debentures based on the exchange ratio provided in the Arrangement. A copy of the arrangement agreement is available on SEDAR+ under CanadaBis' profile at ABOUT CANADABIS CAPITAL LTD. CanadaBis Capital Inc. is a public CanadaBis (TSXV: CANB) is a vertically integrated Canadian cannabis CanadaBis focused on achieving large-scale growth in the global cannabis market – with specific attention paid to supplying the fast-emerging concentrates category through their Stigma Grow cultivation and BHO extraction facility. For more information regarding CanadaBis, please see and Third-Party Information All third-party information contained herein, including information regarding CanadaBis which has been provided by the management of CanadaBis, has not been independently verified by CanadaBis. While CanadaBis believes such information to be reliable, it makes no representation or warranty as to the accuracy of such third-party information. Notice on Forward Looking Information This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include but are not limited to statements with respect to the timing of the closing of the Financing, the total proceeds to be raised pursuant to the Financing, the closing of the Arrangement and the exercise of the Agent's Option. These statements while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward- looking statements. Such factors include, but are not limited to: receipt of regulatory approvals including the TSX Venture Exchange or delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Although CanadaBis has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. CanadaBis does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. 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 CanadaBis Capital Inc. View original content to download multimedia: Sign in to access your portfolio
