Everton Resources and Molecule Update Anticipated Closing of Transaction, Delisting From the TSXV and Listing on the CSE

2020-09-10 / @thenewswire

(TheNewswire)

All financial figures in Canadian Dollars ($) unless otherwise noted.

September 10, 2020 - TheNewswire - Ottawa, Ontario - Everton Resources Inc. (TSXV:EVR) (“Everton” or the “Company”) and Molecule Inc. (“Molecule”) are pleased to announce that they have received conditional approval from the Canadian Securities Exchange (the “CSE”) for the listing of the common shares of “Molecule Holdings Inc.” following the closing of the previously announced plan of arrangement between Everton and Molecule (the “Arrangement”), which was approved by the Ontario Superior Court of Justice on May 13, 2020.

Immediately prior to the completion of the Arrangement, and as approved by the disinterested shareholders of Everton at the annual and special meeting held on April 6, 2020, Everton will: (i) voluntarily de-list its common shares from the TSX Venture Exchange on Tuesday, September 15, 2020; and (ii) file articles of amendment to give effect to the ten (10) for one (1) share consolidation and change of name to “Molecule Holdings Inc.” (the “Resulting Issuer”) on or about Tuesday, September 15, 2020. The completion of the Arrangement is also expected to close on or about Tuesday, September 15, 2020 once the articles of arrangement of Molecule are filed. It is expected that the common shares of the Resulting Issuer will be listed on the CSE on or about September 17, 2020 under the ticker symbol “MLCL”.

Pursuant to the terms of the Arrangement, each common share of Molecule will be exchanged for one common share of the Resulting Issuer (the “Resulting Issuer Shares”). As a result of the Arrangement, the shareholders of Molecule will hold the majority of the outstanding shares of the Resulting Issuer, Molecule will become a wholly-owned subsidiary of the Resulting Issuer and the business of the Resulting Issuer will be that of Molecule, being the production and co-packing of cannabis-infused beverages.

In addition, and further to the August 6, 2020 press release announcing the closing of the brokered private placement offering of subscription receipts (the “Brokered Offering”) led by Gravitas Securities Inc. (the “Agent”) pursuant to the terms of an agency agreement dated July 29, 2020 (the “Agency Agreement”) and the concurrent non-brokered private placement offering (the “Non-Brokered Offering”, together with the Brokered Offering, collectively the “Offerings”) of subscription receipts by Molecule, the closing of the Arrangement and the conditional approval of the listing of the common shares of the CSE will evidence the satisfaction of the primary escrow release conditions of the Offerings. Upon the satisfaction of all related release conditions as agreed by Molecule, the Resulting Issuer and the Agent, each of the 1,025 subscription receipts issued pursuant to the Offerings, which were issued at a price of $1,000 per subscription receipt, shall be deemed to be automatically exchanged without any additional consideration or further action on the part of the holders thereof into one convertible debenture (each a “Convertible Debenture”) of the Resulting Issuer.

Each Convertible Debenture will be an unsecured debt obligation of the Resulting Issuer and will consist of: (i) a principal amount of $1,000; (ii) bear interest at the simple rate of 8% per annum, and (iii) mature on the date (the “Maturity Date”) that is thirty-six (36) months from the listing date (the “Listing Date”) of the Resulting Issuer Shares on the CSE. Prior to the Maturity Date, and subject to exercise by the Resulting Issuer of an acceleration provision, all the outstanding principal and accrued interest of the Convertible Debentures may be converted into one unit of the Resulting Issuer (a “Unit”) at a price of $0.20 per Unit, at the sole option of the respective holder of the Convertible Debenture (the “Option”). Unless the Convertible Option is exercised prior to the Maturity Date, the Resulting Issuer will subsequently make a cash payment to the holders of the Convertible Debentures, to settle the outstanding principal and accrued interest of each respective Convertible Debenture.

The Units are comprised of: (i) one (1) Resulting Issuer Share and (ii) one-half (1/2) of one Resulting Issuer Share purchase warrant (each whole Resulting Issuer Share purchase warrant, being a “Warrant”). Each Warrant is exercisable to purchase one Resulting Issuer Share at an exercise price of $0.30 per Resulting Issuer Share for a period of thirty-six (36) months from the Listing Date.

The Agent also provided fiscal advisory services pursuant to the terms of a fiscal advisory agreement (the “Fiscal Advisory Agreement”) with respect to the Non-Brokered Offering. Pursuant to the Agency Agreement and the Fiscal Advisory Agreement, Molecule issued an aggregate of 376,000 Agent’s options (the “Agent’s Options”), 34,000 advisor’s options (the “Advisor’s Options”) and 40 convertible debentures (the “Compensation Debentures”, together with the Agent’s Options and the Advisor’s Options collectively the “Compensation Securities”). Each Compensation Debenture has the same terms as the Convertible Debentures and each Agent’s Option and each Advisor’s Option may be exercised for one Unit at price of $0.20 per Unit, however the Compensation Securities may be converted or exercised, as applicable, prior to the completion of the Arrangement. In such event, the underlying securities (the “Underlying Securities”) will be issued by Molecule on the same terms and thereafter the Underlying Securities will be exchanged for the same securities of the Resulting Issuer upon completion of the Arrangement.

Final Listing on the CSE

The ultimate listing of the Resulting Issuer common shares will be confirmed by the issuance by the CSE of its listing bulletin. The Resulting Issuer will issue a press release updating shareholders as to the final CUSIP and ISIN number attributed to the common shares, as well as the trading symbol and effective listing date.

ON BEHALF OF THE BOARD

EVERTON RESOURCES INC.

Per: “Michel Fontaine”

Michel Fontaine, Chair of the Independent Committee of the Board of Directors

For further information, please contact:

Michel Fontaine, Director

Phone: 514-994-5843

Email: michel@windfallgeotek.com

About Everton

Everton is currently an exploration company with an interest in the Opinaca region of James Bay, Quebec where the Company has partnered with Hecla Mining Company which is advancing Everton’s interest in the Opinaca B project by funding 100% of all exploration work on one of the largest land packages adjacent to Goldcorp’s Eleonore gold deposit.

About Molecule

Molecule, a private Ontario corporation, is a beverage formulation, manufacturing, and distribution company that holds a Cannabis Processing Licence under the Cannabis Act (Canada) and the Cannabis Regulations (Canada). Molecule will provide the capacity, knowledge and licensing required to produce and co-package craft, cannabis-infused, beverages.

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

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance, including statements as to the likelihood of completing the Arrangement, likelihood of receiving third-party approvals for the Arrangement, the closing date of the Arrangement, receipt of Conditional Approval from the CSE, the satisfaction of the Escrow Release Conditions, and the fulfillment of the conditions of the Arrangement. The use of any of the words “could”, “anticipate”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the current belief or assumptions of Everton as to the outcome and timing of such future events. Whether actual results and developments will conform with the expectations of Everton is subject to a number of risks and uncertainties including factors underlying management's assumptions, such as risks related to: that the arrangement agreement could be terminated in certain circumstances; failure to, in a timely manner, or at all, obtain the required regulatory, court, stock exchange or other third party approvals for the Arrangement or any ancillary transaction; failure of the parties to otherwise satisfy the conditions to complete the Arrangement; significant Arrangement costs or unknown liabilities; the risk of litigation or adverse actions or awards that would prevent or hinder the completion of the Arrangement; compliance with all applicable laws and other customary risks associated with transactions of this nature; global uncertainty with respect to the Canadian and global financial markets, and general economic conditions. If the Arrangement is not completed and Everton continues as an independent entity, there are serious risks that the announcement of the Arrangement and the dedication of substantial resources of Everton to the completion of the Arrangement could have an adverse impact on its business, strategic relationships, and operating results. Failure to comply with the terms of the arrangement agreement on the part of Everton could have a material adverse effect on the financial position, operating results and ability to fund growth prospects of Everton. Readers are cautioned that the foregoing list is not exhaustive. Actual future results may differ materially.

The forward-looking information contained in this release is made as of the date hereof and neither Everton nor Molecule are obligated 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 laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.