Molecule Holdings Inc. Announces Revocation of Cease Trade Order

LANDSDOWNE, ON – Molecule Holdings Inc. (CSE: MLCL), a Canadian craft-focused cannabis beverage production company, today announces the revocation of the “failure to file” cease trade order issued by the Ontario Securities Commission on October 5, 2023, which prohibited the trading by any person or company of any securities of the Company in Canada, except pursuant to limited exceptions under the CTO.

The CTO was issued by the OSC as a result of the Company’s failure to file its interim financial statements, management’s discussion and analysis and related officer certifications for the three and nine months ended July 31, 2023 as required under Parts 4 and 5 of National Instrument 51-102 – Continuous Disclosure Obligations and pursuant to National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings. The Company completed the filing of the Interim Filings on December 28, 2023 and are now available for review on SEDAR+ at www.sedarplus.ca.

With the revocation of the CTO, trading in the common shares of the Company through the facilities of the Canadian Securities Exchange is expected to resume in the coming business days.

Corporate Update

As a result of the issuance of the CTO, the Company was restricted from performing any acts in furtherance of a trade. Following the revocation of the CTO by the OSC, the Company now plans to re-engage in discussions with both the CSE and the holders of certain debentures issued by the Company to amend the terms of such debentures in order to allow for conversion on terms satisfactory to the Company, the Holders, and the CSE. The Company also plans to re-initiate conversations with potential investors regarding a financing who had shown potential interest prior to the issuance of the CTO.

The Company believes that amendments of certain debentures, if approved by all relevant stakeholders, will assist the Company in reorganizing its capital structure in order to attract investment required to manage the growth of the business. However, at present, there can be no assurance as to what, if any, alternatives might be pursued by the Company. There can also be no assurance that the Company will reach any solution with the Holders and the CSE, the terms of any such solution, if achieved, or the completion of any financing.

About Molecule Holdings Inc.

Molecule is a licensed producer dedicated to creating cannabis-infused beverages for the Canadian market. We produce leading drinks to provide opportunity and choice to people seeking a convenient and social way to consume cannabis. Molecule is focused on growing both our portfolio, and the overall cannabis beverage market. We want to ensure people have the best opportunity to find exactly the product and experience they thirst for.

Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Forward-looking information in this press release includes statements regarding the the Company’s ability to amend its outstanding debentures, including the CSE’s and debenture holders’ approvals of same; the completion of a financing; and the Company’s ability to produce cannabis-infused beverages for the Canadian beverage market to provide opportunities for people to consume cannabis. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions.

The Company’s actual results could differ materially from those anticipated in this forward-looking information as a result of regulatory decisions, competitive factors in the industries in which the Company operates, prevailing economic conditions, and other factors, many of which are beyond the control of the Company. Additional risk factors can also be found in the Company’s current MD&A, which has been filed on SEDAR+ and can be accessed at www.sedarplus.ca.

The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company’s expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.