LOS ANGELES & IRVINE, Calif.–(BUSINESS WIRE)–ManifestSeven (“M7” or the “Company”), California’s first integrated omnichannel platform for legal cannabis, today announced it closed on an aggregate of $10.2 million in gross proceeds raised via three private placements of equity and convertible debt in 2020.

“Today’s announcement is a resounding affirmation of M7’s business model and corporate resilience in the face of economic headwinds, making us one of the few cannabis companies to raise capital in this environment successfully,” said Sturges Karban, Chief Executive Officer of ManifestSeven. “We are truly encouraged by this level of financial backing from the investment community, which solidifies M7’s position as one of the leading operators in the legal cannabis market. This injection of capital allows M7 to continue expanding our seamless, compliant omnichannel across California, and eventually evaluate other markets in North America as opportunities arise.”

The Company expects to close its previously announced reverse takeover transaction of P&P Ventures Inc. (to be renamed ManifestSeven Holdings Corporation, the “Resulting Issuer”) in the coming days (the “RTO”). In conjunction with the RTO, each holder of Class A Common Shares of M7 will receive three Class A Subordinate Voting Shares of the Resulting Issuer (the “Shares”). The Company anticipates that the Shares will commence trading on the Canadian Securities Exchange (the “CSE”) in the coming days, under the ticker symbol “MSVN”.

Earlier this year, the M7 completed a unitized private placement offering (the “2020 Private Placement”) at a purchase price of $4.50 per unit, with each unit consisting of one M7 shares and one half warrant exercisable to acquire M7 shares at an exercise price of $6.75 per Share. Pursuant to the 2020 Private Placement, M7 has issued units for aggregate gross proceeds of approximately $2.3 million.

M7 completed a private placement offering (the “15% Convertible Note Private Placement”) in August of an aggregate principal amount of approximately $2.5 million in subordinated secured convertible promissory notes (the “15% Convertible Notes”), which carry non-compounding interest at a rate of 15% per annum over an 18-month term, with the outstanding balance of principal and accrued interest convertible into Shares. The holders of the 15% Convertible Notes were also issued non-transferable warrants exercisable to acquire the number of Shares that such holder is entitled to upon the conversion of the 15% Convertible Notes at an exercise price equal to the conversion price until the date that is three years from the date of the CSE listing. As a result of the completion of the RTO, the 15% Convertible Notes constitute an obligation of the Resulting Issuer.

M7 completed a private placement offering (the “17.5% Convertible Note Private Placement”) in September of an aggregate principal amount of approximately $5.4 million in subordinated secured convertible promissory notes (the “17.5% Convertible Notes”), which carry non-compounding interest at a rate of 17.5% per annum over an 18-month term, with the outstanding balance of principal and accrued interest convertible at a conversion price (the “17.5% Note Conversion Price”) of $1.17 per Share (subject to certain adjustments). The holders of the 17.5% Convertible Notes were also issued warrants exercisable to acquire the number of Shares that such holder is entitled to upon the conversion of the 17.5% Convertible Notes at an exercise price equal to the 17.5% Note Conversion Price until the date that is three years from the date of the CSE listing. As a result of the completion of the RTO, the 17.5% Convertible Notes constitute an obligation of the Resulting Issuer.

For further information in respect of the RTO, the 2020 Private Placement, the 15% Convertible Note Private Placement, and the 17.5% Convertible Note Private Placement, please see the listing statement of the Company anticipated to be filed under the Company’s profile on SEDAR as well as on the CSE website.

ABOUT MANIFESTSEVEN:

ManifestSeven is the first integrated omnichannel platform for legal cannabis, merging compliant distribution with a retail superhighway. M7, with offices in Commerce and Irvine, California, services the needs of lawful operators across the supply chain, from the cultivator to the consumer, through an expansive network of four facilities stretching from the San Francisco Bay Area to San Diego. M7 further augments its business-to-business value proposition with a growing portfolio of owned and operated retail operations located in major metro markets, including brick-and-mortar dispensaries, local on-demand delivery services, e-commerce, and subscription offerings.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs and assumptions regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. This forward-looking information is based on certain assumptions made by management and other factors used by management in developing such information. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include final acceptance of the listing of the Shares on CSE, regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in its entirety by this notice.