Delic Corp. Enters into Definitive Agreemet for Reverse Takeover of Molystar Resources Inc.
VANCOUVER, British Columbia, Oct. 21, 2020 (GLOBE NEWSWIRE) — 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 TransactionThe 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.Forward-Looking Information and StatementsThis press release contains certain “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 United States 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 regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Molystar’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as ”plans”, ”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, ”will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors.By identifying such information and statements in this manner, Molystar is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Molystar to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, Molystar has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the conversion of the Subscription Receipts (as defined in the Previous Press Release); the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction.Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.Although Molystar 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. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Molystar 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 Molystar or persons acting on its behalf is expressly qualified in its entirety by this notice.NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN UNITED STATESContact:
Jackee Stang, President and CEO