Dash Capital Corp. and Simply Solventless Concentrates Ltd. Announce Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement

Calgary, Alberta--(Newsfile Corp. - November 3, 2023) - Dash Capital Corp. (TSXV: DCX.P) ("Dash") and Simply Solventless Concentrates Ltd. ("SSC") are pleased to announce that Dash has received conditional approval from the TSX Venture Exchange (the "TSXV") in respect of its qualifying transaction (the "Transaction") with SSC pursuant to Policy 2.4 - Capital Pool Companies of the TSXV. In connection with the Transaction and pursuant to TSXV requirements, Dash has filed a filing statement dated October 31, 2023 (the "Filing Statement") on SEDAR+ (www.sedarplus.ca), which provides further information concerning Dash, SSC and the Transaction.

The Transaction consists of a reverse take-over of Dash by SSC by way of three-cornered amalgamation that will result in Dash acquiring all of the issued and outstanding securities of SSC in exchange for securities of Dash. The Transaction will be carried out in accordance with the terms of the previously announced amalgamation agreement dated August 6, 2021, as amended effective December 31, 2021, May 31, 2022, November 21, 2022, February 13, 2023, March 31, 2023, June 15, 2023 and August 15, 2023, between Dash, 2366191 Alberta Ltd., a wholly owned subsidiary of Dash ("SubCo"), and SSC.

Immediately prior to closing the Transaction on or about December 6, 2023, Dash intends to consolidate the common shares of Dash on a 2 to 1 basis (the "Consolidation") and change its name to "Simply Solventless Concentrates Ltd." (the "Name Change"). Upon completion of the Transaction, the new wholly owned subsidiary of Dash (which, upon completion of the Transaction, shall be referred to as the "Resulting Issuer") formed by the amalgamation of SSC and SubCo is expected to carry on the current business of SSC and the Resulting Issuer is expected to qualify as a Tier 2 issuer pursuant to the policies of the TSXV.

Final approval of the listing is subject to the Resulting Issuer meeting certain conditions required by the TSXV, which conditions include the completion of the Transaction and other standard listing conditions. Upon receipt of the TSXV's final approval, the common shares of the Resulting Issuer will resume trading on the TSXV under the symbol "HASH".

About Dash Capital Corp.

Dash is a public company incorporated under the Business Corporations Act (Alberta). Dash's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as defined in the policies of the TSXV). Investors are cautioned that trading in the securities of a capital pool company should be considered highly speculative.

About Simply Solventless Concentrates Ltd.

SSC is a private company incorporated under the Business Corporations Act (Alberta). SSC's mission is to provide pure, potent, terpene-rich solventless concentrates to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.

Further Information

All information contained in this press release with respect to Dash and SSC was supplied by the respective party for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information:

Dash Capital Corp.
Darrell Denney, Chief Executive Officer
Phone: 403-651-9009
Email: darrellgdenney@gmail.com

Simply Solventless Concentrates Ltd.
Jeff Swainson, President and Chief Executive Officer
Phone: 403-796-3640
Email: jeff@simplysolventless.ca

Reader Advisory & Notice on Forward-Looking Information

Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV approval. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

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

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the terms and conditions of the Transaction, including receipt of final TSXV approval; completion of the Consolidation and the Name Change; the closing of the Transaction; and the resumption of trading of the common shares of the Resulting Issuer. Dash and SSC caution that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Dash and SSC, including expectations and assumptions concerning Dash, SSC, the Resulting Issuer, the Transaction, the timely receipt of any required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions of the Transaction in accordance with the terms of the amalgamation agreement dated August 6, 2021, as amended effective December 31, 2021, May 31, 2022, November 21, 2022, February 13, 2023, March 31, 2023, June 15, 2023 and August 15, 2023, between Dash, SubCo and SSC, as well as other risks and uncertainties, including those described in the Filing Statement and Dash's final prospectus dated April 26, 2021 filed with the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan, and the Ontario Securities Commission and available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Dash and SSC. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Dash and SSC do not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/186309