Calgary, Alberta--(Newsfile Corp. - July 28, 2026) - Simply Solventless Concentrates Ltd. (TSXV: HASH) ("SSC" or the "Company") is pleased to announce (i) court approval of the transactions (the "Transactions") which will allow SSC's subsidiaries to exit Companies' Creditors Arrangement Act ("CCAA") protection and SSC and Humble Grow Co. ("Humble") to have the stay of proceedings lifted; (ii) convertible debenture ("Debenture") and promissory note ("Note") amendments and conversions (the "Debt Restructuring" and together with the Transactions, the "Restructuring"), including the retention of all material assets and revenue streams, debt reduction of up to $20.6 million, and the reduction of operating and debt service costs by up to $7.1 million per year; (iii) initial Humble retrofit results (the "Retrofit"), including increases of approximately 76% and 77% in initial wet and untrimmed dry cannabis yields, respectively, the commencement of phase 2 of the retrofit which has the potential to increase yields to over 20 metric tonnes per year; (iv) a non-brokered private placement of up to 20,000,000 units ("Units") at a price of $0.05 per Unit for aggregate gross proceeds of up to $1.0 million (the "Financing"). Each Unit consists of one common share ("Common Share") and one common share purchase warrant ("Warrant") of SSC, with each warrant being exercisable for one common share of SSC at a price of $0.10 per share for a period of two years from the date of issue; and (v) an executive retirement transition.

Jeff Swainson, President and CEO of SSC stated: "We are on track to achieve successful outcomes from our Restructuring, and on closing we can move forward with all revenue generating assets, materially less debt and costs, and two robust revenue growth engines (Humble and ANC). From this significantly strengthened position we expect to no longer pursue material acquisitions; we will instead move forward with laser focus on operational execution, particularly as it relates to the Humble retrofit and its operations. With over 20 metric tonnes of potential cultivation capacity, it is our belief that Humble is a company making asset capable of becoming one of the highest capacity indoor cultivation facilities in Canada not owned by a major licensed producer."

OVERALL OUTCOME OF CCAA TRANSACTIONS

The Court of King's Bench of Alberta (the "Court") has approved the Transactions, the details of which are available at the Monitor's website: https://mnpdebt.ca/en/corporate/corporate-engagements/ssc. Upon closing, the Transactions will result in the following outcomes:

1. Corporate Structure: Through the restructuring, SSC will consolidate from four operating facilities to two — the Humble cultivation platform and the ANC Inc. ("ANC") manufacturing and fulfillment operations. Massive Hash Factory ("MHF") has been shut down and CannMart is being sold to an arms length third party in connection with the Transactions.
2. Assets & Revenue: All material assets and revenue generating operations of both MHF and CannMart have been moved to Humble and ANC.
3. Growth Engines: Humble retrofit showing strong initial results and SSC's CPG business is gaining traction.

Emergence from CCAA is expected to occur by the earlier of closing of the Financing and Restructuring, which are both subject to approval of the TSX Venture Exchange (the "Exchange"), or September 30, 2026. There is no assurance that these transactions will be completed on the terms described, or at all. See "Cautionary Note Regarding the Restructuring" below.

SETTLEMENT, CONVERSION, AND REPRICING OF DEBENTURES

The Company has entered into a Consent, Waiver and Amending Agreement dated July 13, 2026 (the "Amending Agreement") with KW Capital Partners Ltd., as agent (the "Agent"), and holders (the "Holders") of the Company's secured convertible debentures issued on or about February 13, 2025 (the "Debentures"), which bear interest at 11.0% per annum and have an aggregate principal amount outstanding of $5.975 million. As of the date of this news release, Holders representing approximately 75% of the aggregate principal amount have consented, satisfying the required majority of more than 66⅔%. Under the Amending Agreement:

• Interest Settlement: All interest accrued under the Debentures for the fiscal quarters ended March 31, 2026 and June 30, 2026, will be settled through the issuance of Units. Interest for the quarter ending September 30, 2026, has been waived;
• Principal Conversion: Each Holder may elect to convert principal into Units at the price of $0.05 per Unit up to an aggregate cap of $3.0 million being converted, with KW Capital Partners Ltd. having agreed to convert not less than $0.5 million of the principal of the Debentures held by it. For those that elect to convert principal their aforementioned instruments will be cancelled;
• Amendment Fee: The Company will pay each Holder an amendment fee equal to 2.75% of its outstanding principal in Units. This amount will be prorated for any principal balances converted;
• Repricing of Debenture Conversion & Warrant Price: The conversion price of the Debentures will be amended from $1.00 per common share to $0.15 per common share. The exercise price of the common share purchase warrants issued with the Debentures will be amended from $1.20 to $0.25 per common share.

AMENDMENT & CONVERSION OF NOTES

The Company has agreed with the holders of certain Notes, and is in negotiations with other holders, to convert approximately $1.6 million of Notes into approximately 31,350,000 Units at a price of $0.05 per Unit, reducing the outstanding principal of the notes from approximately $2.5 million to approximately $1.1 million, and reducing the associated monthly payments from approximately $108,333 to approximately $32,876 payable over 2-4 years at interest rates between 10-15% per annum.

BALANCE SHEET, REVENUE, AND COST IMPACT OF RESTRUCTURING

1. Debt Reduction: Debt is expected to be reduced by up to $20.6 million as follows:
   1. Up to $15.0 million of unsecured liabilities are expected to be discharged through the Transactions. See Figure 1 for before for before and after debt levels.
   2. Up to $5.6 million of combined Debentures and Notes are expected to be converted to Units.
   3. Approximately $0.6 million of DIP Loan will be discharged through the Transactions.
2. Revenue Run Rate: SSC's current consolidated gross revenue run rate is approximately $2.8-$3.1 million per month. Break even gross revenue run rate is approximately $2.6 million per month.
3. Operating Cost Reductions: Operating costs have been reduced by approximately $0.3 million per month ($3.6 million per year).
4. Debt Servicing Cost Reductions: Monthly debt servicing costs to be reduced by approximately $0.29 million per month ($3.5 million per year). See Figure 1 for before for before and after debt servicing costs.

Figure 1: Pre and post-Restructuring Debt and Debt Servicing

Notes to Figure 1: Debenture principal not converted will carry the same terms as prior to the Restructuring. Figures are in millions of Canadian dollars, are unaudited and give pro forma effect to the Restructuring as if completed. Amounts are rounded to the nearest $0.1 million and may not sum precisely. "After" figures assume completion of the Debt Restructuring, the Financing and the reverse vesting order (the "RVO"), each of which remains subject to the conditions described under "Cautionary Note Regarding the Restructuring". Certain of the Notes are still being negotiated and subject to finalization (currently $1.6 million of the $2.5 million principal has signed agreements).

THE PATH FORWARD

SSC will not pursue significant acquisitions for the foreseeable future as it is SSC's belief that its current infrastructure is capable of material growth and profitability. SSC is now focused on two primary objectives:

1. Maximizing the results of the Retrofit and its operations through operational execution.
2. Driving CPG revenue growth at ANC through a streamlined portfolio of brands with traction.

Humble Retrofit Update

The Retrofit is comprised of two phases:

1. Phase 1: New LED lights and operational improvements (dehumidification, air circulation, substrate improvement and root zone data aggregation to support crop steering). Humble has installed the new LEDs in 239 of 269 rooms. The remaining 30 rooms will be equipped with LEDs, and the operational improvements, by approximately September 2026.
2. Phase 2: A thorough genetic phenohunt and refresh. Current cultivars are high quality but not of the latest generation of genetics as it relates to yield. Humble expects initial results of the genetics refresh to be achieved by November 2026.

Retrofit Phase 1

The first retrofit harvest was in mid-June. All harvests from then forward are Retrofit harvests. Humble is currently cultivating five original genetics, and of the original genetics, two have been designated as genetics that Humble will continue to cultivate going forward ("Retained Genetics").

Yields have improved significantly. Please see Figure 2 for data regarding all Retained Genetics harvests over the last six months, and those same cultivars with the new LEDs. Retained Genetics have demonstrated wet and untrimmed dry yields increases of 76% and 77% respectively.

Figure 2: Initial Results of Retained Cultivars

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11433/307072_d804a2365448a8ca_001full.jpg

Notes to Figure 2: Yield figures reflect internal, unaudited management measurements from a limited number of harvests of the two Retained Genetics and exclude non-retained cultivars. Increases of approximately 76% (wet) and 77% (untrimmed dry) are measured against the trailing six-month mean for the same cultivars. These results may not be representative of full-facility or steady-state performance, constitute forward-looking information, and actual results may differ materially.

Retrofit Phase 2

Humble is currently conducting an extensive internal and external genetic phenohunt with line of sight to cultivars that have significantly higher yield, THC, and terpene content. See Figure 3 below for a waterfall chart illustrating the expected impact of various components of the retrofit, including Phase 1 and Phase 2.

The entire retrofit is completed within the same building footprint and as such it has a negligible impact on costs until such time that yields increase to the higher ranges of Figure 3. As a result, most incremental revenue flows to cash flow.

Figure 3: Humble Yield Waterfall (Run Rates, See Below for Timing)

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/11433/307072_d804a2365448a8ca_002full.jpg

Notes to Figure 3: The scenarios presented are illustrative annualized run-rates and constitute future-oriented financial information. They extrapolate measured and projected per-pod yields across the Humble facility and although they demonstrate measured yields of the new LEDs, they assume, among other things, successful completion of Phase 1 and Phase 2 of the Retrofit, the phase-out of non-retained genetics, and the successful development and deployment of new genetics (for which yield per foot is estimated). The Low, Base and High scenarios are not forecasts or guarantees; the higher scenarios are increasingly speculative and subject to significant execution, biological and horticultural risk. Actual results may differ materially. See "Future-Oriented Financial Information".

The Low scenario above contemplates run rate if the entire Humble facility was cultivating the Retained Genetics. Humble is currently phasing the non-retained genetics out. As such, Humble expects that the Low scenario will be run rate production by Q4 2026, and subject to the success of Phase 2, the Base and High scenario run rates would be achieved by approximately Q1 2027.

The Retrofit has total capital costs of approximately $1.5 million. Humble has been approved for approximately $1.3 million in Manitoba Efficiency rebates, and expects to receive these payments by September 30, 2026.

$1,000,000 PRIVATE PLACEMENT OF UNITS

The Financing is expected to close on or around August 15, 2026, and may be closed in multiple tranches. Insiders expect to participate for approximately $0.2 million of the Financing. All securities issued under the Financing will be subject to a hold period expiring four months and one day from the date of issue. The Financing is subject to the approval of the TSXV. The Warrants are subject to acceleration if the volume-weighted average trading price of the common shares on the Exchange exceeds $0.18 for at least five consecutive trading days. All securities issued under the Financing will be subject to a hold period expiring four months and one day from the date of issue.

SSC intends to use the net proceeds of the Financing for final restructuring professional fees, Humble pre-CCAA excise taxes, CRA excise deposits, and general working capital.

See Figure 4 below for a table illustrating SSC's outstanding shares, warrants, and stock options on a proforma basis assuming completion of the maximum Financing, the maximum Debenture conversions, and the Note conversions. As of July 28, 2026, $1.5 million of Debenture principal has been committed to convert. See Figure 5 below for a cap table should this be the number of Debentures converted rather than the full $3.0 million.

Figure 4: Proforma Cap Table (Maximum $3.0 Million Conversion)

(1) Repricing of warrants requires TSXV approval. The pro forma capitalization in Figure 4 assumes completion of the maximum Financing (20,000,000 Units), conversion of Debenture principal to the $3.0 million cap together with settlement of accrued interest and amendment fees in Units, and conversion of the Notes, in each case subject to the approval of the Exchange. Figures are unaudited and presented for illustrative purposes only; actual securities issued and outstanding may differ.

Figure 5: Proforma Cap Table (Current $1.5 Million Conversion Commitments)

(1) Repricing of warrants requires TSXV approval. The pro forma capitalization in Figure 5 assumes completion of the maximum Financing (20,000,000 Units), conversion of Debenture principal of $1.5 million together with settlement of accrued interest and amendment fees in Units, and conversion of the Notes, in each case subject to the approval of the Exchange. Figures are unaudited and presented for illustrative purposes only; actual securities issued and outstanding may differ.

Executive Retirement Transition

Murray Brown, SSC's Chief Operating Officer ("COO"), has entered into a retirement transition plan from July 1, 2026 to June 30, 2027. In accordance with this plan, Murray has stepped down from the position of COO of SSC and assumed the position of Vice President, Corporate Services. SSC thanks Murray for his strong contributions and dedication as COO of SSC and looks forward to his continued strong efforts in his new role.

Related Party Transactions

Certain insiders of the Company are expected to participate in the Financing for approximately $0.2 million. To the extent that insiders participate in the Financing, the Debenture conversions and/or the Note conversions, such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101. Further particulars will be included in a material change report to be filed by the Company. As the terms of the insider participation are not expected to be finalized until closer to closing, the Company may not file the material change report more than 21 days before closing of the Financing, which the Company considers reasonable and necessary in the circumstances.

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

Cautionary Note Regarding the Restructuring

The Company's emergence from CCAA and completion of the Restructuring remain subject to a number of conditions, including the receipt of all required approvals, including the approval of the Exchange, and the satisfaction of customary closing conditions. While the Court has granted the approvals described in this news release, there can be no assurance that the Debt Restructuring, the Financing or the other Transactions will be completed on the terms described, or at all, or that the Company will successfully emerge from CCAA. The pro forma financial and capitalization information in this news release assumes completion of the Transactions and is unaudited and presented for illustrative purposes only. Securities to be issued in connection with the Transactions are expected to be subject to a hold period of four months and one day from the date of issue and to the acceptance of the Exchange.

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", "projected", "potential", "plan", "objective", "forecast", "outlook", "scheduled", "continue" 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 completion, timing and expected outcomes of the Restructuring (including the Debt Restructuring, the Financing and the Company's emergence from CCAA), the expected reduction of the Company's debt and its operating and debt-servicing costs, the conversion of the Debentures and Notes and the settlement of accrued interest in Units, the repricing of the Debentures and associated warrants, the completion, timing, use of proceeds and insider participation in the Financing, the Humble Retrofit and projected cultivation yields, production run-rates and timing, the Company's revenue run-rate and break-even estimates, the retention of the Company's assets and revenue streams, the consolidation of the Company's facilities, the sale of CannMart and the wind-down of MHF, the expected receipt of the Manitoba Efficiency rebates, the potential acceleration of the Warrants, the Company's expected reliance on exemptions from the formal valuation and minority approval requirements of MI 61-101 and the timing of the related material change report, the executive retirement transition, and the receipt of all required Court, Exchange and other regulatory approvals. 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, obtaining requisite Court approvals, the ability to maintain relationships with customers, employees and suppliers, the timing and market acceptance of products, competition in SSC's markets, SSC's reliance on customers, fluctuations in interest rates, SSC's ability to maintain good relations with its customers, employees and other stakeholders, changes in law or regulations, SSC's ability to protect its intellectual property, the risk that the conditions to the Restructuring (including the RVO and the closing conditions described herein) are not satisfied and that SSC does not emerge from CCAA protection, the risk that the required approvals of the Court and the Exchange are not obtained, the risk that agreements with the remaining holders of the Notes are not concluded, the risk that the Financing is not completed in the amount or on the timeline anticipated, the availability and timing of the Manitoba Efficiency rebates, SSC's excise tax and other obligations to the Canada Revenue Agency, SSC's ability to retain key personnel, execution, biological and horticultural risks associated with the Retrofit, including the performance of the new lighting and the results of the genetics phenohunt and refresh, dilution to existing shareholders resulting from the issuance of Units, as well as other risks and uncertainties, including those described in SSC's filings available on SEDAR+ at www.sedarplus.ca including SSC's most recent annual information form. 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 of 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.

Future-Oriented Financial Information

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") within the meaning of applicable securities laws, including with respect to the Company's expected debt reduction, operating and debt-servicing cost reductions, revenue run-rate and break-even revenue estimates, use of proceeds, and projected cultivation yields and production run-rate scenarios. FOFI is provided to give readers information about management's current expectations and may not be appropriate for other purposes. FOFI has been prepared by management based on assumptions believed to be reasonable as of the date hereof, is subject to the risks, assumptions and qualifications described herein and in the Company's filings on SEDAR+ at www.sedarplus.ca and is qualified in its entirety by the cautionary statements herein. The Company does not undertake any obligation to update FOFI except as required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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

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