Delic Corp. Enters into Definitive Agreement for Reverse Takeover of Molystar Resources Inc.
Ryan Allway
October 26th, 2020
Psychedelics
Molystar Resources Inc. (“Molystar” or the “Company“), Delic Corp. (“Delic“), a Delaware-incorporated psychedelic-focused media, e-commerce and event company, and Eception Ventures Ltd. (“Eception“) are pleased to confirm, further to Molystar’s press release dated August 31, 2020 (the “Previous Press Release“), a business combination agreement (the “Proposed Transaction“) has been entered into among Molystar, Delic and Eception that will result in a reverse takeover of Molystar by the security holders of Delic. The Proposed Transaction will be an arm’s length transaction.
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.
Terms of the Transaction
The arm’s length Proposed Transaction is structured as a merger transaction that will result in Molystar acquiring all of the voting securities of Delic and Eception.
In connection with the Proposed Transaction: (i) Molystar will change its name to “Delic Holdings Inc.”; (ii) Molystar has effected a share split of its outstanding common shares (“Common Shares“) on a three-for-one basis (as further described in the Previous Press Release); and (iii) shareholders of Molystar have unanimously approved, subject to the consummation of the Proposed Transaction, among other things: (a) the replacement all directors and officers of the Company on closing of the Proposed Transaction with nominees of Delic (as further described in the Previous Press Release); and (b) the alteration of the articles and notice of articles of Molystar to amend the rights and restrictions of the existing class of Common Shares without par value, the re-designation of such class as Subordinate Voting Shares (the ”Subordinate Voting Shares“) and the creation of a new class of Multiple Voting Shares (“Multiple Voting Shares“) to be issued to U.S. resident holders of Delic stock under the Proposed Transaction.
Under the Proposed Transaction, the shareholders of Molystar as of immediately prior to the completion of the Proposed Transaction would hold upon consummation of the transaction Subordinate Voting Shares with a value, based on the price of the previously announced private placement of subscription receipts, of CAD$1,140,000 (which amount, for the avoidance of doubt, excludes Subordinate Voting Shares with a value of $3,475,500 to be held by holders of such subscription receipts upon conversion thereof concurrent with consummation of the Proposed Transaction). Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of Delic) to be filed in Canada by Molystar in connection with the Proposed Transaction. The closing of the Proposed Transaction will take place by November 30, 2020 and is subject to a number of conditions, including the execution of related transaction documents, and the conditional approval of the Canadian Securities Exchange for the listing of the Subordinate Voting Shares following completion of the Proposed Transaction.
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.
Eception Ventures Ltd.
Eception’s principal business activity is the identification and evaluation of companies, assets or businesses with a view to completing a business combination transaction.
Molystar Resources Inc.
Molystar’s principal business activities have historically been the exploration of mineral resource properties. All of Molystar’s properties were sold or abandoned during 2010 and Molystar currently has no business operations nor generates any operating income or positive cash flow.
Investors are cautioned that, except as disclosed in press releases issued by Molystar, information with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
All information contained in this news release with respect to Delic was supplied by Delic for inclusion herein and Molystar has relied on the accuracy of such information without independent verification.
As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to listing on the Canadian Securities Exchange of the Subordinated Voting Shares. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in press releases issued by Molystar, information with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The securities 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 may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.
About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
Search CannabisFN
Press Coverage
Psychedelics Index
Top Videos
The producers of O’ Cannabiz have decades of experience producing national-profile events and creating global connections between business communities in the arts, broadcasting, media and technology. They have organized trade summit initiatives with governments around the world. And they have worked closely with sponsors in all levels of Canadian government.
Technical420 is the premier provider of research and analysis on cannabis stocks. We provide investors with sponsored and non-sponsored information on the volatile and emerging cannabis industry. “Our research is our passion!” Your profit is our reward!
Mojave Jane Brands Inc. is a Canadian-based cannabis sector brand and distribution company emerging as a true vertical integrator in California’s legal cannabis space serving recreational and wellness markets. The Company’s U.S. holdings are comprised of assets set up as a vertical stack including cultivation to scale, branding, packaging, manufacturing & processing, as well as, […]
Network Partners
About CFN Media Group
CFN Enterprises Inc. (OTCQB: CNFN) owns and operates CFN Media Group, the premier agency and financial media network reaching executives, entrepreneurs and consumers worldwide. Through its proprietary content creation, video library, and distribution via www.CannabisFN.com, CFN has built an extensive database of cannabis interest, assisting many of the world’s largest cannabis firms and CBD brands to build awareness and thrive. For more information, please visit www.cfnenterprisesinc.com.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.
Copyright © Accelerize Inc. · All Rights Reserved · Privacy Policy · Legal Disclaimer
