お知らせ • Mar 06
Molecule Holdings Inc. Announces Issuance of Third Partial Revocation Order from Ontario Securities Commission
Molecule Holdings Inc. announced that on February 27, 2025 (the "Issue Date"), the Ontario Securities Commission (the "OSC"), as principal regulator of the Company, issued an order (the "Thid Partial Revocation Order") partially revoking the "failure to file" cease trade order ("FFCTO") issued by the OSC on March 5, 2024. The FFCTO was issued as a result of the Company's delay in filing its annual financial statements, management's discussion and analysis and related officer certifications for the year ended October 31, 2023 (collectively, the "Annual Filings") pursuant to National Instrument 51-102 - Continuous Disclosure Obligations. It is currently expected that the Annual Filings and the Company's Statement of Executive Compensation, as well as the Company's interim financial report, interim management's discussion and analysis, and certifications of the interim filings for the three months ended January 31, 2024, the three and six months ended April 30, 2024, and three and nine months ended July 31, 2024 (collectively, the "Interim Filings"), will be completed prior to the first half of 2025. The Company was previously granted a partial revocation order dated May 3, 2024, which was terminated on August 1, 2024 (the "First Order"), and a second partial revocation order dated August 30, 2024 (the "Second Order"). The First Order and Second Order were each granted to partially revoke the FFCTO to allow for the completion of the Completed Amendment Transaction and the Proposed Financing (each as defined below). On November 28, 2024, while that the Second Order was in effect (the "Second Order Term"), the Company entered into amending and settlement agreements (each, an "Amending Agreement") with certain holders (the "Amending Holders") of 8% unsecured convertible debentures issued on September 17, 2020, July 30, 2021, and August 11, 2021 (collectively, the "Unsecured Debentures") that had previously matured, to amend the terms of the Unsecured Debentures, resulting in the settlement and conversion of the Unsecured Debentures (the "Completed Amendment Transaction"). As a result of the Completed Amendment Transaction, total amounts owing by the Company to the Amending Holders of greater than $3,000,000 were settled and extinguished, resulting in the issuance of issuance of 152,670,000 common shares in the capital of the Company ("Common Shares") and 61,068,000 warrants to purchase Common Shares ("Warrants"). For further information on the Completed Amendment Transaction, refer to the Company's press release dated November 28, 2024. Notwithstanding the completion of the Completed Amendment Transaction, holders of Unsecured Debentures (the "Default Holders") in the aggregate principal amount of $780,000 (the "Default Principal Amount") did not participate in the Completed Amendment Transaction. However, Unsecured Debentures beneficially held by twelve (12) Default Holders and registered in the name of the same broker, representing $435,000 of the Default Principal Amount Amount (the "Delayed Default Holders") indicated that they intended to participate in the Completed Amendment Transaction. The Delayed Default Holders were unable to participate as a result of broker-related administrative issues with respect to the Unsecured Debentures. As well, the Proposed Financing could not be completed during the Second Order Term as the Completed Amendment Transaction closed shortly prior to the termination of the Second Order. Potential investors indicated a willingness to invest only upon a restructuring of the Company's balance sheet, which was completed on closing of the Completed Amendment Transaction. As a result of the above, the Company applied, and was granted, the Third Partial Revocation Order. The Third Partial Revocation Order permits the Company to: (a) amend the terms of the Unsecured Debentures held by the Delayed Default Holders, and potentially additional Default Holders who were unable to be contacted prior to completion of the Completed Amendment Transaction, on substantially the same terms as the Amending Holders in the Completed Amendment Transaction (as revised in accordance with the Third Partial Revocation Order), resulting in the conversion of such Unsecured Debentures into Common Shares and the issuance of Warrants pursuant to the terms of the Amending Agreements (the "Additional Amendment Transaction"). The Additional Amendment Transaction will result in the Company satisfying the Default Principal Amount, accrued and unpaid interest, and premium owing pursuant to the Unsecured Debentures held by the Default Holders in full; and (b) complete a non-brokered unit private placement offering of up to $300,000 (the "Proposed Financing"). Prior to completion of each of the Additional Amendment Transaction and the Proposed Financing, each holder of Unsecured Debentures and each subscriber to the Proposed Financing will be required to provide a signed and dated acknowledgement to the Company that all of the Company's securities, including any securities issued pursuant to the Additional Amendment Transaction or in the Proposed Financing, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Third Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future. The Third Partial Revocation Order will terminate on the earlier of (a) the closing of both the Additional Amendment Transaction and Proposed Financing, and (b) 90 days from the Issue Date. The Company intends to complete the Additional Amendment Transaction and the Proposed Financing prior to the termination of the Third Partial Revocation Order. The Canadian Securities Exchange (the "CSE") has conditionally approved the completion of the Additional Amendment Transaction. The completion of the Proposed Financing remains subject to any required approvals by the CSE.