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.

Ryan Allway

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.


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