VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) -- Delic Holdings Inc. (the “Company”), formerly Molystar Resources Inc., today announced that it has completed its previously announced business combination (the “Business Combination”) with Delic Corp. (“Delic”). Pursuant to the Business Combination, Delic is a wholly-owned subsidiary of the Company.
Exchange of Subscription Receipts
In connection with the closing of the Business Combination, 17,377,500 subscription receipts issued pursuant to the ?Company’s previously announced offering of subscription receipts for aggregate gross proceeds in the amount of ?$3,475,500 ?(the “Offering”) were automatically ?exchanged into Subordinate Voting Shares (as defined below) of the Company on a one-for-one basis.?
Completion of the Business Combination and Escrow Release
The Business Combination was completed by way of, among other things: (i) several share ?exchanges between certain Canadian holders of common stock of Delic and the Company, pursuant to which such ?holders were issued Subordinate Voting Shares; (ii) a three-cornered amalgamation among the Company, ?Eception Ventures Ltd. (“Finco”) and 1237225 B.C. Ltd. (“BC Subco”), a wholly-owned subsidiary of the Company, pursuant to which Finco shareholders received subordinate voting shares of ?the Company, holders of Finco special warrants received replacement Delic special warrants (“Replacement Special Warrants”), and pursuant to which BC Subco amalgamated with Finco to form a new company, which was ?subsequently vertically amalgamated with the Company; (iii) Delic triggered the conversion of the Replacement Special Warrants into Subordinate Voting Share on a one-for-one basis; and (iv) Molystar Merger Sub, LLC (“US Subco”), a wholly-owned subsidiary of ?the Company, and Delic effected a merger under Delaware law whereby US Subco merged with and into Delic with Delic ?surviving and becoming a wholly-owned subsidiary of the Company, and the shareholders of Delic, in exchange for each of their ?common stock of Delic, received either one Subordinate Voting Share or one Multiple Voting Share (as defined below) of the ?Company, as applicable. Pursuant to steps (i) through (iv), the Company issued 170,783 Multiple Voting Shares and 14,487,700 Subordinate Voting Shares.?
As part of the Business Combination, the Company implemented a two-class voting structure on November 12, 2020, ?including re-designating the existing common shares as subordinated voting shares (the “Subordinate Voting ?Shares”), amending the special rights and restrictions of the Subordinate Voting Shares, creating a new class of multiple voting shares (the “Multiple Voting Shares”) and changing its name to “Delic Holdings Inc.”. Each ?Subordinate Voting Share carries the right to one vote per share on all matters to be voted on by shareholders of the ?Company and each Multiple Voting Share carries the right to 100 votes per share on all matters to be voted on by shareholders ?of the Company (or one vote per Subordinate Voting Share into which each Multiple Voting Shares is convertible).?
The proceeds from the Offering were placed into escrow on completion of the Offering. The ?escrowed proceeds from the Offering were ?subsequently released from escrow upon closing of the Business Combination.?
The Company has received conditional approval from the Canadian Securities Exchange (“CSE”) for the listing of its ?Subordinate Voting Shares, which are expected to commence trading on the CSE under the ticker symbol “DELC” at ?market open on Wednesday, November 18, 2020. Listing is subject to the Company fulfilling all listing requirements of the ?CSE. Full details of the Company including the Business Combination will be set out in the Company’s listing statement ?dated on or around November 16, 2020 (the “Listing Statement”). A copy of the Listing Statement can be found under the Company’s ?profile on SEDAR at www.sedar.com.?
The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), ?or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, ?persons in the United States (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or ?an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation ?of an offer to buy in the United States nor shall there by any sale of the securities in any State in which such offer, solicitation or sale would be ?unlawful. ?
About Delic Corp.?
Delic was formed in 2019 to address the growing ?interest in psychedelic science. Delic was the ?first psychedelic umbrella media ?platform and is currently a trusted source for those interested in ?psychedelic science. ?Delic’s offerings include “The Delic”, an e-commerce lifestyle brand, ??”Reality Sandwich”, a free public education platform providing psychedelic guides, news and ?culture and “Meet Delic”, a proposed biannual psychedelic wellness summit. ? For more information visit https://deliccorp.com.
Shareholdings of Jackee Stang and Dragon Wonder Investments ?Limited
Jackee Stang, CEO and Director of the Company (“Stang”), located at? 885 West Georgia, ?Suite 1400, Vancouver, BC V6C 3E8?, announces hereby that in connection with the Business ?Combination, Stang acquired ownership or control or direction over ?137,300 ?Multiple Voting ?Shares.? Each Multiple Voting Share is convertible into 100 Subordinate Voting Share. Accordingly, Stang is deemed to have acquired ?13,730,000 ?Subordinate Voting Shares, representing ??26.71% ?of the class on a partially diluted basis. If all Multiple Voting Shares were converted to ??Subordinate Voting Shares, Stang would beneficially own 24.89% of the class. In addition, ??Stang is anticipated to be issued 1,000,000 unvested stock option awards. Immediately prior to the Business Combination, Stang and her joint actors owned or ??controlled no securities of the Company.?
Dragon Wonder Investments ?Limited (“DWIL”), located at? Vistra Corporate Services ?Centre,? Wickhams Cay II, Road Town, Tortola, British Virgin Islands, VG1110?, announces hereby ?that in connection with the Business Combination, DWIL acquired ownership or control or ?direction over ??6,911,700? ?Subordinate Voting Shares, representing 18.35% of the class on a ?partially diluted ?basis.? Each Multiple Voting Share is convertible into 100 Subordinate Voting Share. If all Multiple ?Voting ?Shares were converted to Subordinate Voting Shares, DWIL would beneficially own ??12.53% ?of the class.? Immediately prior to the Business Combination, DWIL and its joint actors owned or ??controlled no securities of the Company.?
This portion of the press release is issued pursuant to National Instrument 62-103 – The Early Warning ?System and Related Take-Over Bid and Insider Reporting Issues, which requires a report ?to be filed on SEDAR (www.sedar.com) by each of Stang and DWIL containing additional information with respect to ?the foregoing matters. A copy of either of these reports may be obtained by contacting the Company?.?
The CSE (operated by CNSX Markets Inc.) has in no way passed upon the merits of the Business Combination and has neither ?approved nor disapproved of the contents of this press release. This announcement does not constitute an offer, invitation or ?recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the ?basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to ?buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities described herein ?have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act)” or ?any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is ?defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons)”, except in compliance with the registration ?requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news ?release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or ?benefit of, persons in the United States or U.S. Persons. For more information about the transactions described herein, please refer to ?the Listing Statement.?
Forward Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking ?statements are not based on historical facts, but rather on current expectations and projections about future events, many ?of which, by their nature, are inherently uncertain and outside of the Company’s control and are therefore subject to risks ?and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the ?forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative ?thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, information ?concerning the listing of the Subordinate Voting Shares, including whether conditions to the listing of the Subordinate Voting ?Shares will be satisfied, expectations for the effects of the Business Combination or the ability of the combined company to ?successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. ?Those assumptions and factors are based on information currently available to the Company. Although management of the ?Company has attempted to identify important factors that could cause actual results to differ materially from those contained ?in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as ?anticipated, estimated or intended. Among the key factors that could cause actual results to differ materially from those ?projected in the forward-looking information and statements are the following: ability to obtain requisite regulatory approvals ?and the satisfaction of other conditions to the listing of the Subordinating Voting Shares; the potential impact of the ?announcement of the consummation of the Business Combination on relationships, including with regulatory bodies, ?employees, suppliers, customers and competitors; changes in general economic, business and political conditions, ?including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; ?and the diversion of management time on the Business Combination. Should one or more of these risks, uncertainties or ?other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, ?actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or ?expected. There can be no assurance that such statements will prove to be accurate, as actual results and future events ?could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-?looking statements and forward-looking information. The forward-looking information contained in this release is made as of ?the date hereof and the Company assumes no obligation to update or revise any forward-looking statements or forward-?looking information that are incorporated by reference herein, whether as a result of new information, future events or ?otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking ?information contained herein. All subsequent written and oral forward-looking information and statements attributable to the ?Company or persons acting on its behalf is expressly qualified in its entirety by this notice.?
Delic Holdings Inc.
Chief Executive Officer and a Director ?
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN UNITED STATES
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