Private Placement of Class A Subordinate Voting Shares

This term sheet (“Term Sheet“) is subject to, and must be considered in conjunction with, the final documentation for any transactions contemplated hereunder including, but not limited to, (i) the Subscription Agreement, (ii) the Amended and Restated Listing Statement, dated October 2, 2020, (iii) the Management’s Discussion and Analysis for the year ended November 30, 2020, dated March 31, 2021, and (iv) our public company disclosures available under the Company’s SEDAR profile at www.sedar.com (clauses (i)-(iv), collectively, the “Offering Documents“). Accredited investors interested in the offering of securities more fully described in this Term Sheet (“Potential Investors“) should review such Offering Documents and consider any investment decisions in consultation with their financial, tax, and legal advisors. Potential Investors should take steps to ensure they understand the contents of this Term Sheet and the Offering Documents and have made an independent assessment of the appropriateness of the transactions contemplated hereunder and thereunder with respect to their own investment objectives. In connection with the foregoing, but without limitation, Potential Investors are directed to the sections of the Offering Documents entitled “Risk Factors“.


Company:ManifestSeven Holdings Corporation, with a principal place of business located at 111 Pacifica, Suite 100, Irvine, California 92618.
Offering Size:Maximum Offering: CN$7,500,000
Minimum Investment:The minimum investment amount per investor in connection with the Offering is CN$50,000, which the Company may waive at its sole discretion.
Offering Price:CN$0.40 per Unit, each of which is comprised of (i) one common share and (ii) one common share purchase warrant.
Description of the Common Shares:Each common share is a Class A subordinate voting share without par value in the capital of the Company.
Description of the Warrants:Each common share purchase warrant is exercisable at CN$0.50 for eighteen (18) months and subject to acceleration provisions if the value of the Company’s listed shares increases to 150% of the exercise price of the warrant for ten (10) consecutive trading days.
Offering Period:The earliest of: (i) receipt and acceptance of subscriptions for all of the Units; (ii) the Company’s determination that the Offering must be concluded; or (iii) May 15, 2021 (such date, the “Termination Date“). At its sole discretion, the Company may extend the Offering Period for an additional forty-five days after the Termination Date without notice to the investor.
Use of Proceeds:After payment of the expenses associated with conducting this Offering, the net proceeds thereof shall be used substantially by the Company to fund (i) opportunistic corporate acquisitions and strategic real estate asset purchases; (ii) investments in businesses and assets to integrate them into the Company’s operating platform, as well as to increase their strategic and commercial value; (iii) expenditures related to the expansion of the Company’s distribution and retail businesses; (iv) investments in mission-critical technology platforms and assets, as well as key marketing and advertising initiatives; and (v) general working capital and corporate purposes.
Risk Factors:An investment in the Units is extremely speculative, involves a high degree of risk and is a suitable investment only for certain investors. You should not invest in the Units unless you are able to withstand a loss of your entire investment. Seethe sections of the Offering Documents entitled “Risk Factors”.
Resale Restrictions:We are making this Offering of Units in reliance on exemptions from the registration requirements of applicable Canadian, U.S., provincial and state securities law. Accordingly, the Units, the common shares and the warrants are, and the common shares issuable upon exercise of the warrants (the “Warrant Shares“) will be, “restricted securities,” as defined under the Securities Act and applicable Canadian law, and are, therefore, subject to restriction on resale. Each certificate evidencing the common shares, the warrants and the Warrant Shares will bear a legend evidencing such restriction.
Investor Requirements:Each investor must be an “accredited investor” as defined in Regulation D of the Securities Act (except Canadian investors who must be “accredited investors” as defined under Canadian securities laws). Each investor must also make certain representations and warranties to the Company, which are set forth in the Subscription Agreement and associated investor questionnaire.
Additional Information:Upon request of a potential investor, the Company will make available to such potential investor the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Offering, the transactions contemplated by the Offering Documents and the Company’s business operations. Further, the Company will, subject to executed confidentiality agreements and other considerations, obtain and make available additional information reasonably requested by such investor to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, so that the investor may verify the accuracy of any information concerning the terms and conditions of this Offering or the transactions referred to herein.
Subscription Procedures:Investors interested in subscribing for Units in this Offering must do the following:

  • Deliver a completed and executed Subscription Agreement and associated investor questionnaire to the Company at the address provided therein.
  • Deliver the Offering Price in the amount of CN$0.40 per Unit by check or wire transfer as set forth in the instructions provided in the Subscription Agreement.
  • After a reasonable period of time subsequent to the Termination Date, certificates representing the Units purchased in this Offering will be issued to the investors.
  • Subscription Agreements are not binding until accepted by the Company. If the Company rejects all or a portion of any subscription, the Company will return to the prospective subscriber all, or the appropriate portion, of the amount submitted with such prospective subscriber’s subscription, without interest or deduction. After all refunds have been made, the Company and its directors, officers, counsel, and agents will have no further liability to subscribers.
Contact Information:Requests for additional information may be directed to the Company, at 111 Pacifica, Suite 100, Irvine, California 92618, Attn: Legal Department, [email protected].

Additional Resources

Term Sheet Private Placement of Common Shares - ManifestSeven