Mr. Jeff Swainson reports

SIMPLY SOLVENTLESS ANNOUNCES ACQUISITION OF BRAND UNCOMMON CANNABIS CO., PROVIDES COMMERCIAL UPDATE, AND ANNOUNCES CONVERSION OF $1.0 MILLION PROMISSORY NOTES TO EQUITY AT $0.20/UNIT

Simply Solventless Concentrates Ltd. will acquire dried flower and preroll brand Uncommon Cannabis Co., and Simply Solventless has entered into an agreement to convert $1.0-million of promissory notes to equity at 20 cents per unit, significantly strengthening Simply Solventless's balance sheet. Simply Solventless is also pleased to provide an update regarding its Canadian recreational performance by category, its consumer packaged goods sales velocity and its commercial plan going forward.

Acquisition of Uncommon

Per Simply Solventless's news release dated Jan. 19, 2026, Simply Solventless is completing a retrofit at its Humble Grow Co. facility, which is expected to double cannabis production. To maximize market access and diversification, Simply Solventless will enter the Canadian recreational dried flower and regular preroll markets, complementing Simply Solventless's current participation in the domestic and international business-to-business sales channels.

Uncommon is an emerging dried flower and regular preroll brand currently servicing the Quebec, Alberta and Saskatchewan recreational CPG markets.

Simply Solventless and another third party licensed producer currently white label for Uncommon. During 2025, Uncommon generated gross revenue of approximately $1.8-million, primarily through the third party LP.

Simply Solventless has entered into a definitive asset purchase agreement to acquire substantially all of the assets of Uncommon. The acquisition of Uncommon is expected to provide Simply Solventless with the following benefits:

1. Accelerates entry into the dried flower and regular preroll markets with a strong brand with significant potential, avoiding the need to create and develop a brand, which is costly in terms of human capital and cash resources;
2. The company expects that the acquisition of Uncommon allows Simply Solventless to ramp its sales volumes such that when the Humble retrofit is completed, it will serve as a meaningful sales channel;
3. Provides an existing revenue stream, predominantly in Quebec, which Simply Solventless is not currently servicing in a meaningful way; approximately 65 per cent of Uncommon's revenue is in the Quebec market;
4. Provides approximately 40 provincial listings across Canada;
5. Allows Simply Solventless to capture all margin, a portion of which is currently received by Uncommon's existing shareholders.

The purchase price for Uncommon consists of:

• $250,000 in cash paid monthly over 18 months;
• 750,000 Simply Solventless common shares, escrowed for one year and then released from escrow 25 per cent per quarter thereafter.

In addition, all net working capital of Uncommon is being acquired as part of the transaction, which is expected to consist of approximately $100,000 in net working capital composed of cash, accounts receivable, inventory and accounts payable.

At Simply Solventless's current share price of 15 cents per share, the purchase price is approximately $200,000 net of working capital.

Olen Vanderleeden, a director of Simply Solventless, is a shareholder and director of Uncommon. Accordingly, the transaction is considered a related-party transaction for the purposes of National Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Simply Solventless was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on Section 5.5(a) and 5.7(1)(a) of MI 61-101.

The closing of the transaction is subject to a number of conditions precedent, including approval from the TSX Venture Exchange and completion of final documentation.

Jeff Swainson, president and chief executive officer of Simply Solventless, stated: "The acquisition of Uncommon is expected to satisfy an important strategic mandate, which is developing adequate markets and sales channels for incremental Humble production, while also providing incremental current cash flow. We are very encouraged by Uncommon's potential as we advance through 2026."

Canadian recreational consumer packaged goods performance

As of the past three months, Simply Solventless held the following point-of-sale at retail positions in the Canadian recreational market (Turff data):

1. Infused blunts: third place;
2. Infused prerolls: seventh place;
3. All-in-one vapes (disposables): 10th place;
4. Traditional hash: 10th place;
5. 510 vape carts: 23rd place;
6. Resin: seventh place;
7. Shatter: seventh place;
8. Rosin: fourth place.

Simply Solventless believes that meaningful growth is possible in several important product categories moving forward, and it has generated a robust commercial plan to achieve that growth.

Simply Solventless CPG sales velocity and commercial plan

Simply Solventless's retail CPG sales velocity (point-of-sale at retail) has increased from approximately $600,000 per week to $1.0-million per week over the past two fiscal years; however, Simply Solventless has identified significant strong points and areas for improvement that are being comprehensively addressed. All the following data are provided by Turff and are composed of retail point-of-sale data. This does not represent Simply Solventless revenue -- it represents the sales at retail over time.

Brand repositioning

Over the past several months, management has undertaken a comprehensive review of Simply Solventless's brand portfolio and commercial execution. This review identified that portfolio expansion had, at times, outpaced Simply Solventless's ability to consistently support each brand with sufficient focus, clarity and execution. This imbalance contributed to performance pressure across certain brands, particularly within the craft-oriented segment and in its legacy brands.

Rather than implementing short-term or tactical adjustments, Simply Solventless elected to address these issues through a structural realignment of its brand strategy. As a result, Simply Solventless is executing a deliberate simplification of its portfolio, with an emphasis on clearer brand mandates (without overlap) and improved execution quality. Each brand will have a defined consumer target, a clear product role and a specific strategic purpose at retail, supported by a strong sales team hired in September, 2025.

As this relates to the company's legacy brands, to resume growth of these brands:

• Astrolab is being repositioned as the company's solventless-focused brand, emphasizing process, craftsmanship and product integrity;
• Roilty has been refined as a core extract brand, centred on consistency, repeatability and established strain profiles;
• Lamplighter has been focused on high-energy, social consumption occasions, with an emphasis on flavour, potency and accessible price points.

Management believes this approach enhances Simply Solventless's ability to allocate resources efficiently, improve execution discipline and engage more effectively with provincial boards, retailers and consumers. The objective is to rebuild brand performance on a more durable and sustainable foundation, rather than pursue short-term volume at the expense of long-term brand equity.

Certain elements of this repositioning are not yet reflected across Simply Solventless's digital channels and websites, as priority has been placed on in-market execution and retail alignment. Digital updates will follow as the refined brand strategies are fully implemented.

Mr. Swainson continued: "The sales velocity of our Status and white label brands has been fantastic; however, our legacy brands, which are fantastic brands with great potential, had been somewhat neglected. Our portfolio realignment reflects a renewed commitment to disciplined execution, brand clarity and sustainable value creation for shareholders. We are incredibly excited to steward the reignition of these brands and to regain strong growth trajectory in them. We will provide updates through the process over the coming months."

Conversion of $1.0-million of promissory notes

Simply Solventless is pleased to announce that it has entered into an agreement to convert $1.0-million of senior secured promissory notes held by an independent third party for equity at 20 cents per unit, with each unit composed of one common share and one common share purchase warrant exercisable into a common share at 30 cents for a period of two years. The shares and warrants issued are subject to a four-month-and-one-day hold period from the date of closing.

In connection with the promissory note settlement, Simply Solventless is applying to the TSX Venture Exchange to: (a) amend the exercise price of an aggregate of 1.53 million Simply Solventless common share purchase warrants held by certain third parties originally issued on Oct. 17, 2024, to have an exercise price equal to 30 cents; and (b) extend the expiry date of the amended warrants to the date which is two years following the date of the promissory note settlement agreement. The completion of the warrant amendment is subject to TSX-V approval.

Mr. Swainson continued: "The conversion of these notes to equity significantly improves SSC's balance sheet, and it is a testament to the continued progress that is being achieved in execution of our business plan, particularly as it relates to the Humble retrofit and our commercial strategy. We are very encouraged by SSC's outlook for 2026."

About Simply Solventless Concentrates Ltd.

Simply Solventless is a public company incorporated under the Business Corporations Act (Alberta). Simply Solventless's mission is to provide pure, potent, terpene-rich ready-to-consume cannabis products to discerning cannabis consumers.

We seek Safe Harbor.