Molecule Holdings receives partial revocation order from OSC
by CM Staff
The pending documentation is expected to be completed before the end of July.
LANDSDOWNE — Molecule Holdings Inc. received a partial revocation order from the Ontario Securities Commission (OSC) partially revoking the “failure to file” cease trade order (FFCTO).
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, under National Instrument 51-102 – Continuous Disclosure Obligations.
It is currently expected that the Annual Filings, 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, will be completed prior to the end of July.
The revocation order permits the company to amend the terms of outstanding unsecured debentures issued by the company in the aggregate principal amount of $3,140,000 that will result in, following the completion of the amendments, each holder of unsecured debentures converting such unsecured debentures into common shares in the capital of the company, which would satisfy the outstanding principal amount and accrued and unpaid interest owing under the unsecured debentures in full.
It also permits the company to complete a non-brokered private placement offering of up to $300,000 following completion of the amendment transaction.
The revocation order will terminate on the earlier of (a) the closing of the amendment transaction and proposed financing, and (b) 90 days from the issue date. The company intends to complete the amendment transaction and the proposed financing before the termination of the partial revocation order.
The Canadian Securities Exchange (CSE) has conditionally approved the completion of the amendment transaction and has granted the company an exemption from the requirement to obtain securityholder approval for such transaction. The proposed financing remains subject to any required approvals by the CSE.
It is currently expected that all of the directors and officers of the company will participate in the amendment transaction and/or the proposed financing. The participation of the directors and officers in the amendment transaction and/or the proposed financing will constitute a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101).
The company intends to rely on the financial hardships exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101.
