Jones Soda Co. Signs Definitive Acquisition Agreement With Canadian Reporting Issuer in Connection With Previously Announced Planned Strategic Entry Into the Cannabis Sector - Seite 2

The issuance of the Jones Shares to the holders of Pinestar Shares (including Pinestar Shares to be received upon the exercise of Subscription Receipts) in the Arrangement are intended to be exempt from the registration requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) pursuant to Section 3(a)(10) of the U.S. Securities Act.

Arrangement Details

Pursuant to the terms of the Arrangement Agreement, after Pinestar completes a consolidation of the Pinestar Shares whereby 10.031 pre-consolidated Pinestar Shares are consolidated for one consolidated Pinestar Share (the “Consolidation”), all 4,000,000 Pinestar Shares outstanding following the Consolidation will be exchanged for Jones Shares based on the Exchange Ratio. Additionally, the exercise price of, and the number of Pinestar Shares issuable pursuant to, 16,800,000 existing common share purchase warrants of Pinestar (the “Pinestar Warrants”) shall be adjusted in accordance with their terms to account for the Consolidation, resulting in an aggregate of approximately 1,674,808 post-Consolidated Pinestar Warrants, subject to rounding, each exercisable for the purchase of one post-Consolidation Pinestar Share at a price of Cdn$0.06 per share. As part of the Arrangement, an aggregate of 700,000 post-Consolidation Pinestar Warrants will be transferred to Jones for no consideration (and subsequently cancelled), and the obligations in respect of each remaining post-Consolidated Pinestar Warrant will be assumed by Jones and each such remaining post-Consolidated Pinestar Warrant will become exercisable into one Jones Share at a price of Cdn$0.06 per share.

The Arrangement Agreement also provides that upon the closing of the Arrangement, the board of directors of Jones will consist of the Jamie Colbourne (the current Chair of the Company’s board of directors), Mark Murray (the Company’s current Chief Executive Officer), Clive Sirkin, Paul Norman, Alex Spiro and an additional director to be determined by the Company.

The Arrangement will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and is subject to a number of conditions being satisfied or waived by one or both of Jones and Pinestar at or prior to closing of the Arrangement, including approval of the Arrangement by Pinestar’s shareholders, completion of the Consolidation, the surrender of the 700,000 post-Consolidation Pinestar Warrants discussed above, and the receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the Concurrent Offering, and the conditional approval of the listing of the Jones Shares on the Canadian Securities Exchange (the “CSE”) by the CSE.