Jones Soda Co. Signs Definitive Acquisition Agreement With Canadian Reporting Issuer in Connection With Previously Announced Planned Strategic Entry Into the Cannabis Sector

SEATTLE, Oct. 20, 2021 (GLOBE NEWSWIRE) -- Jones Soda Co. (OTCQB: JSDA) (“Jones” or the “Company”) is pleased to announce that in connection with the proposed transactions outlined in the previously announced non-binding term sheet dated July 14, 2021 between the Company, Pinestar Gold Inc. (“Pinestar”) and SOL Global Investments Corp., the Company has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Pinestar pursuant to which Jones agreed to acquire all of the issued and outstanding shares of Pinestar on the basis of one common share of Jones (each, a “Jones Share”) for each common share of Pinestar (each, a “Pinestar Share”) (on a post-Consolidation basis (as defined below)) by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). In connection with the Arrangement, Pinestar agreed to complete an offering expected to be for subscription receipts (“Subscription Receipts”) for minimum aggregate gross proceeds of US$8,000,000, at a price per Subscription Receipt equal to US$0.50 (the “Concurrent Offering”). The Arrangement Agreement provides that each Subscription Receipt will automatically convert into one Pinestar Share and one new common share purchase warrant of Pinestar, which will then be immediately exchanged for, or adjusted into, Jones Shares and share purchase special warrants of Jones in accordance with a 1:1 exchange ratio (the “Exchange Ratio”) as part of the Arrangement.

As previously announced, Jones intends to use the proceeds of the Concurrent Offering to expand Jones’ business to the production and sale of cannabis-containing beverages, edibles and related products.

“By entering into the Arrangement Agreement with Pinestar, Jones has taken a significant step towards the development of the Company’s planned Cannabis-infused beverages and edibles business line,” said Mark Murray, President and Chief Executive Officer of Jones. “We are excited about the opportunity to work with certain large shareholders of Pinestar, and we are confident that they will provide Jones with the resources and expertise necessary to help the Company successfully complete its planned expansion into the cannabis sector,” added Mr. Murray.