The Hash Corporation Announces Asset Purchase Agreement

May 29, 2024 9:53 PM EDT | Source: The Hash Corporation

Toronto, Ontario--(Newsfile Corp. - May 29, 2024) - The Hash Corporation (CSE: REZN) ("HashCo" or the "Company"), is pleased to announce that it has entered into an asset purchase agreement (the "Asset Purchase Agreement") with 1000592191 Ontario Inc. ("191 Ontario") dated May 23, 2024, pursuant to which 191 Ontario will acquire all or substantially all of HashCo's assets, which include, but are not limited to, physical inventory and intellectual property relating to HashCo's business for a total cash purchase price of CA$350,000 plus the value of the Company's physical inventory on closing (the "Asset Sale"), of which a CA$50,000 refundable deposit has already been paid by 191 Ontario to HashCo's counsel in trust.

Asset Sale

Under the terms of the Asset Purchase Agreement, 191 Ontario will acquire all of HashCo's intellectual property and all license, customers, suppliers, partners and collaborators agreements relating to its cannabis-based hashish and other cannabis products.

The Asset Sale is expected to be completed in and around Q3 of 2024. It remains subject to the satisfaction of customary closing conditions, including applicable regulatory approvals, and the approval of the Company's shareholders. The Company intends to hold a special meeting (the "Meeting") of its shareholder to approve the Asset Sale, at which two-thirds (2/3) of the Company's shareholders present in person or represented by proxy must approve the Asset Sale. Further information regarding the Meeting and the Asset Sale will be provided in a management information circular, which will be mailed to the Company's shareholders in due course. Investors are cautioned that, except as disclosed in the management information circular, any information released or received with respect to the Asset Sale may not be accurate or complete and should not be relied upon.

Upon closing of the Asset Sale, the Company will focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders. The Company will likely have to raise additional capital to fund such initiatives.

The Asset Sale constitutes a "related party transaction" of HashCo, within the meaning of Multilateral Instrument 61-101 - Protections of Minority Security Holders in Special Transactions ("MI 61-101") as the Vice-President of Production of HashCo is also the principal of 191 Ontario. The Company determined that the Asset Sale is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance of the exemption contained in section 5.5(b) as the Corporation's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Corporation's market capitalization.

About The Hash Corporation

HashCo is a Canadian company focused on the production and sale of cannabis-based hashish and other cannabis products. HashCo applies its separation and curing techniques to produce a suite of high-quality cannabis resin products, which are all-natural and free of additives and carcinogenic solvents. The Company intends to tailor its product offerings to pay tribute to historic traditions, fragrances and tastes, while upholding the highest health and safety standards.

As of the date of this press release, HashCo is actively selling all or substantially of its assets. Upon completing the sale, HashCo will focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.

For further information, please contact:

Chris Savoie
Chief Executive Officer and Director
Tel: 1-833-420-7396
Email: chris@hashco.ca

Forward-Looking Information and Cautionary Statements

Forward-Looking Information and Cautionary Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news 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", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-looking statements in this news release include statements relating to: the stated terms, benefits, and timing of the Asset Sale and Asset Purchase Agreement; the Company's intentions to obtain all necessary approvals required to complete the Asset Sale, including the holding of the Meeting and the obtaining of shareholder approval to proceed with the Asset Sale; and the stated plans of the Company.

Forward-looking information in this press release are based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the Company's ability to carry out the stated terms and realize upon the stated benefits of the Asset Sale and Asset Purchase Agreement under the stated timelines; the Company's ability to obtain all necessary approvals required to complete the Asset Sale; and the Company's ability to carry out its stated plans.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the Company's inability to continue as a going concern; the Company's inability to carry out the stated terms and realize upon the stated benefits of the Asset Sale and Asset Purchase Agreement under the stated timelines; the Company's ability to obtain all necessary approvals required to complete the Asset Sale; and the Company's ability to carry out its stated plans.

Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. 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, including but not limited to: the inability of the Company to continue as a going concern; the Company's inability to carry out the stated terms and realize upon the stated benefits of the Asset Sale and Asset Purchase Agreement under the stated timelines; the Company's inability to obtain all necessary approvals required to complete the Asset Sale; and the Company's inability to carry out its stated plans.

Forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211069

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