(via TheNewswire)

August 31, 2026 – TheNewswire - Molecule Holdings Inc. (CSE: MLCL) (“ Molecule ” or the “ Company ”), a Canadian craft-focused cannabis beverage production company, today announces that on August 28 , 2026 (the “ Issue Date ”), the Ontario Securities Commission (the “ OSC ”), as principal regulator of the Company, issued an order ( the “ 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 pursuant to National Instrument 51-102 - Continuous Disclosure Obligations .

The Partial Revocation Order was granted by the OSC to allow the Company to proceed with transactions (collectively, the “ Restructuring Transaction ”) to (i) settle certain outstanding interest and penalties pursuant to secured debt past maturity (the “ Secured Debt ”) into common shares (“ Common Shares ”) in the capital of the Company (the “ Secured Debt Settlement ”); (ii) amend certain terms of the principal of the Secured Debt not being settled in the Secured Debt Settlement (the “ Amended Secured Debt ”, and together with the Secured Debt Settlement, the “ Secured Debt Restructuring ”); and (iii) conduct an interim private placement financing (the “ Proposed Financing ”). Completion of the Secured Debt Restructuring will allow the Company to: (i) settle outstanding interest and penalties owing pursuant to matured Secured Debt; (ii) restructure its Secured Debt that is past maturity on manageable terms; and (iii) reorganize its capital structure in order to attract investment in the Proposed Financing. Completion of the Proposed Financing will allow the Company to fund the preparation of required financial disclosure and costs associated with obtaining a full revocation of the FFCTO, service the Amended Secured Debt, and manage the growth of the business.

Secured Debt Restructuring

As of the date of this press release, there is an aggregate of $2,503,489.68 in principal amount of Secured Debt outstanding, which consists of convertible secured debentures bearing interest at a rate of 8-12% (“ Secured Debentures ”) and a secured note that bears interest at 10-12% (the “ Secured Note ”). The principal amount also includes accrued interest and penalties payments that accrued to the principal in connection with certain amendment transactions with respect to the Secured Debt in February and April 2023 (the “ 2023 Accrued Amounts ”), as applicable. For further information on the details of the Secured Debt outstanding, please refer to the Partial Revocation Order, which is available on the Company’s SEDAR+ profile at www.sedarplus.ca .

Pursuant to the Secured Debt Settlement, the Company intends to enter into debt settlement transactions with the holders of the Secured Debt (each, a “ Holder ”) to fully and finally satisfy certain amounts owing pursuant to the Secured Debt (the “ Settled Amounts ”) through the issuance of Common Shares at a deemed price of $0.015 per Common Share (the “ Settlement Price ”). Subject to the Beneficial Ownership Limitation (as defined below), the Settled Amounts shall consist of the following: (i) principal in the amount of $544,489.68, representing the 2023 Accrued Amounts; (ii) accrued but unpaid interest on the Secured Debt from the date of the 2023 Accrued Amounts, as applicable, to the closing of the Secured Debt Restructuring (the “ Additional Accrued Amounts ”); and (iii) a ten percent (10%) penalty payment on the 2023 Accrued Amounts and the Additional Accrued Amounts (the “ Premium ”).

The Company and any applicable Holder shall not settle any portion of the Settled Amounts in the event that, after giving effect to the Secured Debt Settlement, such Holder would beneficially own, control or have direction over, directly or indirectly, greater than 9.99% of the number of the Common Shares issued and outstanding (the “ Beneficial Ownership Limitation ”). In the event that a portion of the Settled Amounts (including the Premium) cannot be settled in the Secured Debt Settlement due to exceeding the Beneficial Ownership Limitation, such amount shall be added to the principal amount of the applicable Holder’s Amended Secured Debt (as described below).

Concurrently with the closing of the Secured Debt Settlement, the Company intends to enter into amending agreements with the Holders to, among other things: (i) amend certain terms of the principal amount of the Secured Debt that was not settled into Common Shares in the Secured Debt Settlement; and (ii) waive any prior events of defaults under the Secured Debt. Subject to any adjustments required by the Beneficial Ownership Limitation, the principal amount of the Amended Secured Debt is expected to be in the aggregate amount of $1,959,000, representing the cash amounts provided to the Issuer by the Holders on the original date of issue of the Secured Debt. The Amended Secured Debt is expected to be represented as follows: (i) $1,350,000 in principal amount of Secured Debentures (the “ Amended Senior Debentures ”); (ii) $359,000 in additional principal amount of Secured Debentures (the “ Amended Junior Debentures ”, and together with the Amended Senior Debentures, the “ Amended Secured Debentures ”); and $250,000 in principal amount of the Secured Note (the “ Amended Note , and together with the Amended Junior Debentures, the “ Amended Junior Debt ”).

The Amended Secured Debt will bear interest at a rate of 12% per annum and mature on the date that is three (3) years from the date of closing of the Amended Secured Debt (the “ Maturity Date ”). Interest payable to the Holders of the Amended Senior Debentures shall be payable in cash, whereas interest payable to the Holders of the Amended Junior Debt shall be payable by the issuance of Common Shares in accordance with the policies of the Canadian Securities Exchange (the “ CSE ”). At the option of each Holder of the Amended Secured Debentures, subject to the Beneficial Ownership Limitation, up to 15% of the principal amount of each Amended Secured Debenture, plus accrued but unpaid interest thereon, may be converted, in whole or in part, into Common Shares at the Settlement Price, subject to adjustment upon certain customary events, at any time prior to the Maturity Date. The Amended Secured Note will not have a convertible feature.

Proposed Financing

Simultaneously with the negotiation and completion of the Secured Debt Restructuring , the Company intends to complete the Proposed Financing, which is expected to be a non-brokered private placement of up to 30,000,000 units (“ Units ”) at an issue price of $0.01 per Unit for aggregate gross proceeds of up to $300,000.00.

Each Unit will consist of one (1) Common Share and one (1) Common Share purchase warrant (each warrant, a “ Warrant ”), with each Warrant entitling the holder thereof to acquire one Common Share (each, a “ Warrant Share ”) at an exercise price of $ 0.05 per Warrant Share for a period of five (5) years from the date of closing of the Proposed Financing.

The Company intends to use the proceeds from the Proposed Financing, if any, towards (i) accounting, audit, bookkeeping, professional, regulatory, stock exchange and late filings fees associated with the preparation and filing of the continuous disclosure documents (the “ Required Filings ”) to fully revoke the FFCTO and have its Common Shares reinstated from trading on the CSE; and (ii) the payment of other legacy accounts payable, operational and contractual commitments, other operating expenses and general corporate purposes, including servicing the Amended Secured Debt. Further details regarding the Proposed Financing will be provided as appropriate.

All of the securities issued pursuant to the Proposed Financing will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation. The Warrants will not be listed on the CSE.

The Company may pay finder’s fees in cash and securities to certain arm’s length finders engaged in connection with the Proposed Financing.

Additional Information

The Partial Revocation Order will terminate on the earlier of (a) the closing of both the Secured Debt Restructuring and Proposed Financing, and (b) 90 days from the Issue Date. The Company intends to complete the Restructuring Transaction prior to the termination of the Partial Revocation Order, but there can be no assurances that the Restructuring Transaction will be completed prior to the termination of the Partial Revocation Order, or at all. The CSE has approved the Restructuring Transaction and granted exemptions from the requirement to obtain securityholder approval to complete the Restructuring Transaction.

Prior to completion of the Restructuring Transaction, each Holder 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 Restructuring Transaction, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the OSC does not guarantee the issuance of a full revocation order in the future.

It is currently expected that an independent director of the Company may participate in the Proposed Financing. The participation of such director in the Proposed Financing would 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 exemptions in Sections 5.5(a) and 5.7(a) from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities issued in the Proposed Financing will not exceed 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Proposed Financing as the details of the related party’s participation in the Proposed Financing has not been settled.

For further information, please contact:

André Audet, Chairman and Co-Founder

Phone: 1 (888) 665-2853 x101

Email: andre@molecule.ca

www.molecule.ca

About Molecule Holdings Inc.

Molecule is a licensed producer dedicated to creating cannabis-infused beverages for the Canadian market. We produce leading, top-quality 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 closing of the Restructuring Transaction, including the terms and timing of the Secured Debt Restructuring and Proposed Financing; the preparation and filing of the Required Filings and the making of an application for a receipt of a full revocation of the FFCTO, having the Common Shares reinstated for trading on the CSE; the use of proceeds for the Proposed 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. Specifically, there are risks that: the Required Filings may not be completed within the timeframe described herein or at all; the OSC may not lift the FFCTO; the CSE may not reinstate the Common Shares for trading; and the Restructuring Transaction, including the Secured Debt Restructuring and Proposed Financing, may not be completed on the terms described herein, or at all. 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.sedar.com.

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.

Copyright (c) 2026 TheNewswire - All rights reserved.