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Mojave Brands Inc (2)
Symbol	MOJO
Shares Issued	2,560,607
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Mojave Brands closes private placement for $475,986

2023-12-15 18:01 ET - News Release

Subject: Mojave Brands Inc. - News Release for Immediate Dissemination Word Document File: '\\swfile\EmailIn\20231215 145259 Attachment Mojave - News Release announcing Closing of NBPP of $0.07 Units.docx' LEGAL_42851935.1 LEGAL_42851935.1 For Immediate Release December 15, 2023 (No. 2023-12-08) MOJAVE BRANDS INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF $0.07 UNITS THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES VANCOUVER, B.C., December 15, 2023 - Mojave Brands Inc. (CSE: MOJO) (OTCQB: HHPHF) (FSE: OHCN) ("Mojave" or the "Company") is pleased to announce that further to its news release dated December 6, 2023, the Company has closed its non-brokered private placement of 6,799,800 units of the Company (each, a "Unit") at a price of $0.07 per Unit, for aggregate gross proceeds of $475,986.00 (the "Offering"). Each Unit consists of one (1) common share in the capital of the Company (each, a "Common Share") and one-half of one (1) Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional Common Share (each, a "Warrant Share") at an exercise price of $0.11 per Warrant Share for a period of 24 months from the date of issuance. The Company intends to use the net proceeds of the Offering for general working capital purposes. All securities issued in connection with the Offering are subject to a statutory hold period of four (4) months and one (1) day from the date of issuance, in accordance with applicable securities legislation. Prior to closing of the Offering, the Company obtained the requisite consent from the majority of its shareholders via written resolution, approving the Offering, in satisfaction of Section 4.6(2) of Canadian Securities Exchange Policy 4 - Corporate Governance, Security Holder Approvals and Miscellaneous Provisions. The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. ON BEHALF OF THE BOARD OF DIRECTORS "Robert Dubeau" Robert Dubeau Director For more information about Mojave, please contact: info@mojavejane.com This news release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate", "intend", "plan", "believe", "estimate", "expect", "strategy", "future", "likely", "may", "to be", "could", "would", "should", "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. Example of forward-looking statements in this news release, without limitation, include the intended use of proceeds. These forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Additionally, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward looking information. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements, include the following: market and business conditions in Canada, market volatility, unforeseen delays in timelines for any of the transactions or events described in this news release, the risk of regulatory changes that may impact the business of the Company, failure of management to execute their respective business strategies. All forward looking information in this news release is qualified in its entirety by this cautionary statement. Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this news release. PDF Document File: Attachment Mojave - News Release announcing Closing of NBPP of $0.07 Units.pdf For Immediate Release December 15, 2023 (No. 2023-12-08) MOJAVE BRANDS INC. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF $0.07 UNITS THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES VANCOUVER, B.C., December 15, 2023 Mojave Brands Inc. (CSE: MOJO) (OTCQB: HHPHF) (FSE: OHCN) ("Mojave" or the "Company") is pleased to announce that further to its news release dated December 6, 2023, the Company has closed its non-brokered private placement of 6,799,800 units of the Company (each, a "Unit") at a price of $0.07 per Unit, for aggregate gross proceeds of $475,986.00 (the "Offering"). Each Unit consists of one (1) common share in the capital of the Company (each, a "Common Share") and one-half of one (1) Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire an additional Common Share (each, a "Warrant Share") at an exercise price of $0.11 per Warrant Share for a period of 24 months from the date of issuance. The Company intends to use the net proceeds of the Offering for general working capital purposes. All securities issued in connection with the Offering are subject to a statutory hold period of four (4) months and one (1) day from the date of issuance, in accordance with applicable securities legislation. Prior to closing of the Offering, the Company obtained the requisite consent from the majority of its shareholders via written resolution, approving the Offering, in satisfaction of Section 4.6(2) of Canadian Securities Exchange Policy 4 Corporate Governance, Security Holder Approvals and Miscellaneous Provisions. The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. ON BEHALF OF THE BOARD OF DIRECTORS "Robert Dubeau" Robert Dubeau Director For more information about Mojave, please contact: info@mojavejane.com This news release contains "forward-looking statements" within the meaning of applicable securities laws. Forward- looking statements can be identified by words such as: "anticipate", "intend", "plan", "believe", "estimate", "expect", "strategy", "future", "likely", "may", "to be", "could", "would", "should", "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and conditional. Example of forward-looking statements in this news release, without limitation, include the intended use of proceeds. These forward-looking statements are based on assumptions as of the date they are provided. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. Additionally, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward looking information. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial LEGAL_42851935.1 conditions to differ materially from those indicated in the forward-looking statements, include the following: market and business conditions in Canada, market volatility, unforeseen delays in timelines for any of the transactions or events described in this news release, the risk of regulatory changes that may impact the business of the Company, failure of management to execute their respective business strategies. All forward looking information in this news release is qualified in its entirety by this cautionary statement. Neither the Canadian Securities Exchange nor its Regulation Services Provider accept responsibility for the adequacy or accuracy of this news release. LEGAL_42851935.1