Simply Solventless Concentrates — M&A Activity 2023

Dec 18, 2023

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SIMPLY SOLVENTLESS CONCENTRATES LTD. ANNOUNCES CLOSING OF REVERSE TAKEOVER

Not for distribution to U.S. news wire services or for dissemination
in the United States.

CALGARY, Alberta, December 18, 2023 – Simply Solventless Concentrates
Ltd. (TSXV: HASH) (formerly “Dash Capital Corp.”) (“SSC” or the
“Company”) is pleased to announce that it has successfully completed its
previously announced qualifying transaction pursuant to TSX Venture
Exchange (“TSXV”)Policy 2.4 – Capital Pool Companies by way of reverse
takeover (the “RTO”). The parties to the RTO received conditional
approval from the TSXV on October 25, 2023. A filing statement dated
October 31, 2023 (the “Filing Statement”)with respect to the RTO can
be found on the Company’s SEDAR+ profile at www.sedarplus.ca.

Trading in the common shares of the Company (“Common Shares”)is expected
to resume on the TSXV on December 20, 2023.

Pursuant to the RTO:

• the Company implemented a consolidation of its then issued and outstanding 11,000,000 Common Shares on the basis of one new Common Share for every two existing Common Shares;

• the private company Simply Solventless Concentrates Ltd. (” SSC PrivateCo ”) amalgamated (the “ Amalgamation ”) with a wholly owned subsidiary of the Company, 2366191 Alberta Ltd. (“ Subco ”), to form Massive Hash Factory Ltd., a new wholly-owned subsidiary of the Company;

• all issued and outstanding common shares of SSC Private Co were cancelled and each former holder thereof, other than former holders who validly dissented in respect of the Amalgamation, is entitled to receive such number of common shares (“ Common Shares ”) of the Company for each one common share of SSC PrivateCo previously held; and

• the Company changed its name to “Simply Solventless Concentrates Ltd.”

Following completion of the RTO, the directors and officers of SSC are:

• Jeff Swainson, President, CEO and director

• Jeff Hall, Chief Financial Officer

• William Macdonald, director

• Colin Davison, director

• Steve Bjornson, director

• Gord Cameron, Corporate Secretary

Jeff Swainson, President & CEO of SSC, stated “The closing of the RTO
marks a significant milestone for SSC. We sincerely thank our
shareholders and team for their support and commitment, which has
ultimately allowed us to achieve this milestone during a time when the
cannabis industry has faced significant headwinds. Despite these
headwinds, over the past year and a half SSC has built an incredible
team, developed a portfolio of fantastic cannabis products, launched two
successful brands, Astrolab and Frootyhooty, increased revenue by 900%,
achieved net income profitability, and reduced our debt from $9.1 million
to zero. As we embark on our journey as a public company, we look to
leverage our team, clean balance sheet, revenue growth story, and net
income profitability to capitalize on the significant opportunities for
organic and inorganic growth that have resulted from these headwinds.”

See Figure 1 and figure 2 for SSC’s brand logos for Astrolab and
Frootyhooty.

Figure 1 – Astrolab

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Figure 2 – Frootyhooty

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Prior to closing of the RTO, SSC PrivateCo, Subco and the Company entered
into an amended and restated amalgamation agreement (the “A&R
Amalgamation Agreement”), which amended and restated the amalgamation
agreement dated August 6, 2021, as amended, the details of which are
available in the Filing Statement.

The full details of the RTO are set forth in the Filing Statement and
the A&R Amalgamation Agreement, each of which are or will be available
on SSC’s SEDAR+ profile at www.sedarplus.ca.

Equity Incentive Plan

In connection with closing the RTO, SSC adopted an equity incentive plan
(the “Plan”), the details of which are available in the Filing Statement.
The Plan allows SSC to grant equity based compensation awards in the
form of stock options, restricted share units, deferred share units and
performance share units. The Plan is a rolling 10% plan in respect of
stock options and a fixed plan in respect of all performance-based
awards. There are 48,475,188 Common Shares outstanding immediately
following closing of the RTO, therefore up to 4,847,518 Common Shares
may be issued upon exercise of stock options issued under the Plan. Up
to 4,071,437 Common Shares may be issued upon exercise or settlement of
all other awards under the Plan. The aggregate number of Common Shares
issuable under the Plan and all other security-based compensation
arrangements shall not exceed 10% of the total issued/outstanding shares,
in accordance with TSXV Policies. As of the date hereof, SSC has
4,805,000 stock options and no other awards outstanding under the Plan.
Amendments to the Plan must be approved by SSC’s shareholders, except
for certain changes which are set out in the Plan and in accordance with
the policies of the TSXV.

Early Warning Disclosure

Upon the completion of the RTO, Jeff Swainson, President, Chief Executive
Officer and Director of SSC, holds, directly or indirectly, or exercises
control or direction over an aggregate of 7,378,529 Common Shares, stock
options to acquire 450,000 Common Shares and warrants exercisable for
the purchase of 1,195,195 Common Shares, representing 15.2% of the issued
and outstanding Common Shares on a non-diluted basis, and 18.0% on a
partially-diluted basis (assuming the exercise of Mr. Swainson’s
convertible securities). Prior to the completion of the RTO, Mr. Swainson
did not beneficially own, or exercise control or direction over, any
securities of the Company. Mr. Swainson acquired these securities for
investment purposes and may, from time to time, acquire additional
securities of SSC or dispose of such securities as he may deem
appropriate. For the purposes of National Instrument 62-103 - The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues
("NI 62-103") early warning reporting, the address of Mr. Swainson is
273209 Range Road 20, Rocky View County, Alberta T4B 4P2.

Upon the completion of the RTO, William Macdonald, Director of SSC,
holds, directly or indirectly, or exercises control or direction over
an aggregate of 5,458,724 Common Shares, stock options to acquire 450,000
Common Shares and warrants exercisable for the purchase of 2,173,725
Common Shares, representing 11.3% of the issued and outstanding Common
Shares on a non- diluted basis, and 15.8% on a partially-diluted basis

(assuming the exercise of Mr. Macdonald’s convertible securities). Prior
to the completion of the RTO, Mr. Macdonald did not beneficially own,
or exercise control or direction over, any securities of the Company.
Mr. Macdonald acquired these securities for investment purposes and may,
from time to time, acquire additional securities of SSC or dispose of
such securities as he may deem appropriate. For the purposes of NI 62-
103 early warning reporting, the address of Mr. Macdonald is 273209 Range
Road 20, Rocky View County, Alberta T4B 4P2.

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
cannabis products to discerning cannabis consumers. For more information
regarding SSC, please see www.simplysolventless.ca.

Simply Solventless Concentrates Ltd.
Jeff Swainson, President and CEO
Phone: 403-796-3640
Email: info@simplysolventless.ca

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” 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 resumption of trading
of the Common Shares on the TSXV and SSC capitalizing on opportunities
for organic and inorganic growth in the cannabis industry. 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, 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 and 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 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.