Molecule Holdings Inc., a Canadian craft-focused cannabis beverage production company, announces that it has entered into an online marketing agreement with AGORA Internet Relations Corp.; proposes to settle indebtedness of the Company by way of issuance of common shares; and has implemented a restricted share unit plan (the “RSU Plan”) in addition to its stock option plan and intends to grant restricted share units (“RSUs”) to certain directors, employees and consultants.
ONLINE MARKETING PROGRAM
AGORA will provide online marketing, advertising and branding services to the Company by launching a digital platform for the Company. Pursuant to the terms of the Agreement and subject to the policies of the Canadian Securities Exchange (“CSE”), the Company will pay for the services by way of share issuances. The fees for a 12 month period will be $75,000 plus HST, payable in installments of $15,000 plus HST upon commencement and on each of April 11, 2021, July 11, 2021, October 11, 2021 and January 31, 2022. Shares will be issued at the closing price on each of the foregoing dates. All shares will be subject to a 4 month hold from the date of issuance.
The Company proposes to settle up to $375,000 of debt at a price per share equal to $0.15, for the issuance of up to 2,500,000 common shares (the “Debt Settlement”). All securities issued will be subject to a statutory hold period which will expire on the date that is four months and one day from the date of issuance.
It is anticipated that certain insiders may participate in the Debt Settlement and, as such, the Debt Settlement would be considered to be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemption from the requirement for valuation under MI 61-101 on the basis of the exemption contained in section 5.5(a) and (b) of MI 61-101, and on the exemption from the requirement for minority shareholder approval under MI 61-101 on the basis of the exemption contained in section 5.7(a) of MI 61-101 as the fair market value of the consideration of the shares to be issued to the insiders in connection with the Debt Settlement will not exceed 25% of the Company’s market capitalization.
RSU PLAN AND GRANTS
In order to further align the interests of the Company’s senior executives, key employees, consultants and directors with those of the shareholders of the Company, the Board of Directors (the “Board”) has approved the implementation of the RSU Plan.
Under the “rolling” 10% RSU Plan, the Board may grant up to 10% of the issued and outstanding shares of the Company as at the date of grant to eligible person, such RSUs to vest as determined by the Board and within three (3) years from the end of the calendar year in which RSUs were granted. Upon vesting, eligible participants shall be entitled to an equal number of common shares of the Company, a cash payment equal to the number of RSUs granted multiplied by the fair market value of the Company’s common shares on the redemption date, or a combination, at the discretion of the Board.
The Company intends to grant an aggregate 4,536,850 RSUs to certain of the Company’s directors, officers, employees and consultants, with vesting occurring at different times between the grant date and June 30, 2021. All RSUs to be granted will be subject to a 4 month hold period from the date of grant in accordance with CSE Policy 6.