Mr. Jeff Swainson reports
SIMPLY SOLVENTLESS OUTLINES PATH TO PLANNED CCAA EXIT, ANNOUNCES APPROVAL OF $1.0-MILLION IN REBATES, SETTLEMENT OF VENDOR TAKE-BACK DEBT, REVOCATION OF MANAGEMENT CEASE TRADE ORDER, AND EXTENSION OF STAY OF CCAA PROCEEDINGS, & PROVIDES FINANCING UPDATE
Simply Solventless Concentrates Ltd. has reached a series of milestones and events that collectively chart the path toward exiting its previously announced restructuring between Oct. 31, 2026, and Nov. 30, 2026. These milestones and events include the approval (and pending receipt) of $1.0-million of government rebates, the settlement of $600,000n of vendor takeback debt (VTB) for $100,000 (a reduction of $500,000), continued strong retrofit cultivation results at Humble Grow Co. equating to an increase in yield of 75 per cent, the revocation of the previously announced management cease trade order (MCTO) and the extension of the previously announced restructuring stay of proceedings to Nov. 30, 2026. Simply Solventless also provides updates regarding the previously announced non-brokered private placement of up to 20 million units of Simply Solventless at a price of five cents per unit for aggregate gross proceeds of up to $1.0-million, and the settlement of portions of Simply Solventless's convertible debentures and promissory notes for units.
Jeff Swainson, president and chief executive officer of Simply Solventless, stated: "We are reaching an important inflection point as we will now proceed to close the various transactions that will ultimately result in Simply Solventless emerging from the restructuring, which was undertaken to fundamentally improve and strengthen our business for the long term. We expect that upon exit we will have reduced debt by approximately $20.0-million and achieved total estimated annual cost reductions of up to $7.1-million, while increasing dried flower yields at Humble by 75 per cent on core cultivars. While there is still work to complete, throughout this process our team has demonstrated extraordinary resilience, and I want to thank every Simply Solventless team member for their commitment, determination and hard work in getting us to this point. On behalf of the entire team, I also want to thank our stakeholders for the support and confidence they have shown in Simply Solventless, as their willingness to work alongside us allowed Simply Solventless to preserve value, protect the strength of our assets and brands, and position Simply Solventless to emerge with a stronger foundation and a clear path forward."
Planned CCAA exit date
With the rebates approved, Simply Solventless will proceed to close the various transactions that will result in Simply Solventless exiting the restructuring, including the financing and debt settlements (both as defined below), and the previously announced court approved restructuring transactions (see CCAA proceedings and restructuring). It is estimated that Simply Solventless will exit the restructuring between Oct. 31, 2026, and Nov. 30, 2026.
$1.0-million of rebates approved
On Sept. 15, 2026, Simply Solventless received approval for rebates totalling approximately $1.0-million in relation to the previously announced Humble retrofit. The proceeds from these rebates are expected to be received in late September or early October, 2026.
VTB settlement
Simply Solventless's $600,000 VTB has been settled for $100,000 in accounts payable, reducing debt by $500,000.
Humble retrofit yields
Phase 1 of the Humble retrofit was comprised of the installation of new LED lights (phase 1). On core cultivars, phase 1 whole dried flower yields continue to track at approximately 75 per cent higher than trailing-six-month prephase 1 yields. This phase 1 improvement equates to approximately 275 to 300 kilograms per month of additional saleable flower. Phase 2 of the retrofit, which comprises the implementation of new genetics and optimization of environmental control systems, is under way, with commercial production having been commenced on six new cultivars with the ability to deliver high yield, potency and terpene content. While still subject to proof of concept, Simply Solventless is encouraged by the potential of phase 2 to further increase yields at nominal capital expense.
MCTO revoked
The previously announced MCTO under National Policy 12-203 issued on May 5, 2026, by the Alberta Securities Commission, Simply Solventless's principal regulator, has been revoked following the filing of the continuous disclosure documents that gave rise to the default. The MCTO dictated that management of Simply Solventless must not trade in securities of Simply Solventless. The MCTO did not affect the ability of other shareholders of Simply Solventless to trade in securities of Simply Solventless.
CCAA stay of proceedings
The stay of proceedings related to the previously announced restructuring (see CCAA proceedings and restructuring) has been extended from Sept. 30, 2026, to Nov. 30, 2026. This provides for additional time for Simply Solventless to close all of the related transactions, if required.
Five-cent unit financing
The previously announced five-cent unit financing is proceeding, with $500,000 to $700,000 of commitments received to date. Simply Solventless believes that the financing will ultimately be fully subscribed. Simply Solventless expects insider participation in the financing of approximately $200,000 to $300,000.
Each unit comprises of one common share of Simply Solventless and one common share purchase warrant of Simply Solventless, with each warrant being exercisable for one common share of Simply Solventless at a price of 10 cents per share for a period of two years from the issuance date. The expiry date of the warrants is subject to acceleration if the volume-weighted average trading price of the common shares of Simply Solventless on the TSX Venture Exchange exceeds 18 cents for at least five consecutive trading days. All securities issued under the financing and debt settlements (as defined below) will be subject to a hold period expiring four months and one day from the date of issuance. No finders' fees are payable in connection with the financing.
Simply Solventless expects to use the net proceeds of the financing for restructuring professional fees, Humble pre-CCAA taxes, payment of certain accounts payable and general working capital. Simply Solventless expects to close the financing between Oct. 31, 2026, and Nov. 30, 2026.
Debentures and notes update
The previously announced settlement of up to $3.0-million debentures and up to $1.6-million of notes of Simply Solventless in units at a price of five cents per unit including the repricing of the conversion price of the debentures and the exercise price of the associated warrants, as described in Simply Solventless's news release dated July 28, 2026, has been extended to an expected closing date of between Oct. 31, 2026, and Nov. 30, 2026, to align with the timing discussed above. As of the date hereof, Simply Solventless has received elections to convert to units an aggregate principal amount of $2.2-million of debentures, and agreements finalized or in draft to convert to units an estimated $1.5-million of notes. The deadline to elect to convert debentures was July 31, 2026.
Closing of the financing, debt settlements and debenture amendment are subject to the approval of the TSX Venture Exchange.
Participation in the financing and the debt settlements by insiders of Simply Solventless constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the TSX Venture Exchange. Simply Solventless intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) thereof, on the basis that the fair market value of the insider participation does not exceed 25 per cent of Simply Solventless's market capitalization, as determined in accordance with MI 61-101.
Further details of the financing, debt settlements and debenture amendment are available in Simply Solventless's news release dated July 28, 2026.
About Simply Solventless Concentrates Ltd.
Simply Solventless is a public company incorporated under the Business Corporations Act (Alberta). Simply Solventless's mission is to provide pure, potent, terpene-rich ready-to-consume cannabis products to discerning cannabis consumers.
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