Simply Solventless Announces Acquisition of Brand Uncommon Cannabis Co., Provides Commercial Update, and Announces Conversion of $1.0 Million Promissory Notes to Equity at $0.20/Unit

Executive Summary

• Simply Solventless Concentrates Ltd. (SSC) entered a definitive asset purchase agreement to acquire substantially all assets of Uncommon Cannabis Co., adding a dried‑flower and preroll brand with ~ $1.8 M 2025 revenue and strong Quebec exposure.
• Purchase price: $250,000 cash payable monthly over 18 months plus 750,000 SSC common shares (escrowed one year, then released 25 % per quarter) and acquisition of approximately $100,000 net working capital; total equity consideration ≈ $200,000 at a $0.15/share price.
• SSC also agreed to convert $1.0 M of senior secured promissory notes into equity at $0.20 per Unit (one common share + one warrant exercisable at $0.30), with a four‑month hold period and related warrant amendment filing on the TSXV.

Key Details

• Acquisition Target: Uncommon Cannabis Co., an emerging dried‑flower & preroll brand serving Quebec, Alberta and Saskatchewan; 65 % of its revenue derived from Quebec; ~40 provincial listings.
• Transaction Structure:
• Cash: $250,000 paid in equal monthly installments over 18 months.
• Equity: 750,000 SSC common shares placed in escrow for one year; thereafter released at 25 % per quarter.
• Net Working Capital: Approx. $100,000 (cash, AR, inventory, AP) transferred with the assets.
• Valuation Reference: At SSC’s current share price of $0.15, equity component valued at ≈ $200,000 net of working capital.
• Related Party Consideration: Director Olen Vanderleeden is a shareholder/director of Uncommon; transaction qualifies as a related‑party transaction under NI 61‑101 and was exempted from formal valuation/minority approval.

• Conditions Precedent: TSX Venture Exchange approval and completion of final documentation required before closing.

• Promissory Note Conversion:

• $1.0 M senior secured notes converted to Units at $0.20 per Unit (1 common share + 1 warrant).
• Warrants exercisable at $0.30 for two years; units subject to a 4‑month + 1‑day hold period.

• SSC will seek TSXV approval to amend exercise price of 1,530,000 existing warrants to $0.30 and extend their expiry by two years (the “Warrant Amendment”).

• Commercial Performance Highlights:

• Recent retail point‑of‑sale rankings (Turff data): Infused Blunts 3rd, Infused Prerolls 7th, All‑in‑One Vapes 10th, Traditional Hash 10th, 510 Vape Carts 23rd, Resin 7th, Shatter 7th, Rosin 4th.

• Weekly retail sales velocity grew from ≈ $0.6 M to $1.0 M over the past two fiscal years (point‑of‑sale data, not SSC revenue).

• Brand Realignment:

• Strategic simplification of brand portfolio: Astrolab → solventless focus; Roilty → core extract brand; Lamplighter → high‑energy social consumption.
• New sales team hired September 2025 to support the refreshed brand strategy.

Notable Quotes

• Jeff Swainson, President & CEO: “The acquisition of Uncommon is expected to satisfy an important strategic mandate… while also providing incremental current cash flow.”
• Swainson on Note Conversion: “The conversion of these Notes to equity significantly improves SSC's balance sheet… we are very encouraged by SSC's outlook for 2026.”