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Delic Signs Definitive Agreement to Acquire Ketamine Infusion Centers

Acquisition to Expand Self-Sustaining Ecosystem with Existing Education Platform and Product Development Lab

VANCOUVER, BC, June 8, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), the leading psychedelic wellness platform has signed a definitive agreement (the “Agreement“) to acquire Ketamine Infusion Centers LLC (“KIC“). KIC is a limited liability corporation formed under the laws of Arizona, which owns and operates two ketamine infusion treatment clinics, one in Phoenix, Arizona and the other in Bakersfield, California (the “Transaction“). Supported by clinical trials and peer reviewed studies, ketamine infusions have emerged as a promising treatment option for chronic diseases and pain disorders. The successful completion of the transaction will bring a physical retail footprint to the DELIC ecosystem where it can leverage its IP, product development and audience capture through its various leading media properties.

Transaction Highlights

  • The Transaction establishes DELIC as a diversified psychedelics organization. KIC has been growing steadily with revenues in ‎excess of USD$1.5 million since 2019
  • KIC will be one of the largest ketamine clinics, pending recently announced expansion. KIC will double its footprint to four (4) physical locations in California and Arizona
  • KIC will be strategically positioned to leverage DELIC platform and brand: DELIC expects to drive patients to KIC through its media platform and become a national leader
  • Established history of providing ketamine infusion services. The management team at KIC has been in ‎business for 3 years expanding services throughout the United States
  • Management expertise. The acquisition of KIC will add a team of 6 medical professionals and ‎employees bringing a wealth of industry ‎experience and knowledge to DELIC

Matt Stang, Founder and CEO of DELIC commented, “We publicly listed DELIC with the intent of buying cash-flowing, scalable companies and that is exactly what KIC represents. We are focused on making psychedelic wellness truly accessible, and this is a huge development in the realization of that vision.”

Sonny Diaz, Co-Founder of KIC stated, “We were thrilled to be joining the DELIC platform as we feel their patient acquisition strategy – using DELIC’s media platform to drive patients – is a game changer for scaling our clinics and expanding patient access. With a history of profitability and a management team with decades of experience in the health sector and successful exits of over two dozen clinics and hospitals, KIC’s extensive background in operating clinics and hospitals will enable DELIC to be the leader in legal psychedelic treatment clinics.

By acquiring KIC, DELIC expands from its hub of psychedelic education, media, and information properties and licensed lab and IP company (CBDV) to the ability to provide patients with psychedelic therapy. DELIC is uniquely positioned to bring digital awareness to its various holdings under the DELIC umbrella, and drive online users to brick and mortar clinics.

Over the last 3 years, the team at KIC has expanded from Arizona to California, while overseeing 4,000 treatments delivered to date, and generating over USD$1.5MM in revenue. KIC will operate under the DELIC umbrella, under the direction and guidance of Dr. Christopher Ray, Sonny Diaz, Rogelio Monzon, and Ganesh Acharya.

Summary of Transaction

Delic will acquire all of the issued and outstanding shares of KIC from its shareholders ‎in a reverse triangular merger for a purchase price of USD$3,050,000 (the “Purchase Price”) to be paid as follows: (i) USD$2,250,000 in consideration shares to be issued on the closing date (the “Closing Date Payment”); and  (ii) USD$800,000 in consideration shares to be issued on the date KIC’s Bakersfield, California clinic achieves a net profit in three consecutive months in the twelve months following the closing date, while achieving minimum revenues of USD$125,000 in the same three month period (the “Bakersfield Milestone Payment”) plus certain amounts, ‎if any, to be earned by each of Sonny Diaz, Rogelio Monzon, and Ganesh Acharya, pursuant to a respective Milestone Agreement (as defined ‎below). The Closing ‎Date Payment will be satisfied by Delic’s issuance to the KIC shareholders of the ‎number of consideration shares equal in value to the Closing Date Payment amount, ‎issued at a price per share equal to the hire of (a) the ten (10) trading day volume ‎weighted average price (“VWAP”) of such consideration shares on the Canadian ‎Securities Exchange (the “Exchange”) on the trading day immediately prior to the ‎closing date.‎

Each of Sonny Diaz, Rogelio Monzon, and Ganesh Acharya also entered into a milestone agreement (the “Milestone Agreement”) ‎whereby they may each receive their pro rata proportion of an amount equal to USD$150,000 for each new clinic opened by KIC that is cash flow positive for three consecutive months after opening while achieving minimum revenues of USD$175,000 in those three consecutive months (each a “New Clinic Milestone”) subject to certain conditions of continued employment or engagement with KIC. Such additional consideration to satisfied by Delic’s issuance of ‎additional consideration shares at a price per share equal to the ten (10) trading day ‎VWAP of the consideration shares on the Exchange on the trading day prior to the ‎date the Milestone is reached. ‎

About DELIC Corp.

DELIC  is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms likeReality Sandwich andDelic Radio,Delic Labs, the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology,MeetDelic the premiere psychedelic wellness event, andKetamine Infusion Centers (under binding acquisition agreement) one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and treatment options to the masses.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

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 Statements

This 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 DELIC’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 listing on the Canadian Securities Exchange, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 Transaction; ‎ the potential impact of the announcement or consummation of the 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 DELIC 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 DELIC 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 DELIC 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 STATES

SOURCE Delic Holdings Inc.

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Delic Completes Acquisition of Complex Biotech Discovery Ventures Ltd

New Entity, Delic Labs, to Power Psilocybin and Cannabis R&D, IP and Innovative Product Lines for Mass Markets

VANCOUVER, BC, May 27, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness platform, is pleased to announce that it has acquired all of the issued and outstanding shares in the capital of Complex Biotech Discovery Ventures Ltd. (“CBDV“), a federally-authorized psilocybin and cannabis research laboratory focused on extraction, analytical testing, and chemical process development (the “Transaction“). Following closing, CBDV will change its name to “DELIC Labs”  and will serve as the engine for the Delic platform, conducting research and developing innovative product lines and intellectual property (IP), including psilocybin vaporization technology for future distribution across the company’s physical footprint.

“Delic Labs will be an integral pillar of the Delic ecosystem and will produce evidence-based psilocybin and cannabis treatments in innovative product forms, providing great benefits for those suffering from treatable illnesses,” said Matt Stang, Delic Co-Founder and CEO. “CBDV has a consistently profitable history, more than 50 blue chip clients, and an opportunity for tremendous growth as we commercialize the science.  As further legalization of psychedelic treatments progresses, we are well positioned to capitalize on new markets with significant opportunities. We officially welcome the CBDV family into Delic and look forward to their continued success and sharing their discoveries with millions in the near term.”

Dr. Markus Roggen, CEO of CBDV, stated “The Delic platform now allows us to reach much broader psychedelic and medical communities and help ensure cutting-edge treatments become accessible for all. We believe our IP and innovative findings will enable Delic to become the leader in psychedelic wellness discovery and treatment.”

Founded by award-winning chemist, Dr. Markus Roggen, and UBC Professor, Glenn Sammis, CBDV supports the psychedelic industry with high precision chemical analytics and metabolomic identification. CBDV is one of a handful of licensed research psilocybin labs in Canada and has an aggressive plan to build out a suite of novel compounds and delivery methods for the industry. The company is also a leading cannabis analytical and research company boasting clients that include some of the largest brands in the world. CBDV has applied for its dealer’s license, and intends to eventually commercialize its psilocybin research and associated intellectual property (IP).

Acquisition Highlights

  • The acquisition of CBDV further establishes DELIC as a diversified psychedelics organization: The addition of CBDV allows DELIC to add scientific-based research and analytics to its product offerings. CBDV recently received its Section 56 Exemption granted by Health Canada, enabling CBDV to focus on research and intellectual property development with psilocybin.
  • Building an IP portfolio: CBDV plans to use its analytical tools for psychedelic mushroom compounds that advance clinical ‎and end-user testing. Development of psilocybin analogs that could be used in future medical ‎treatments.
  • Enhanced exposure of CBDV to drive growth: DELIC expects to drive customers to CBDV for its cannabis related laboratory services through its media platform, allowing CBDV to expand its current customer base and potential product offerings.
  • History of profitability: CBDV has a history of profitability, with a focus on extraction optimization, analytical testing, and chemical process development to advance the cannabis and psilocybin industry. Current and past customers are well-established global enterprises who require the cutting-edge cannabis and soon, psilocybin research, which CBDV provides services to.
  • Management expertise. Dr. Roggen, who will remain an employee of CBDV, brings a wealth of knowledge and industry experience to DELIC, in a critically important and evolving space.

Transaction Terms

Delic acquired all of the issued and outstanding shares of CBDV from its shareholders for a purchase price of $7,000,000 (the “Closing Date Payment”) plus certain amounts, if any, to be earned by Dr. Roggen pursuant to an Earn-Out Agreement (as defined below) (together with the Closing Date Payment, the “Purchase Price”). The Closing Date Payment was  satisfied by Delic’s issuance to the CBDV shareholders of the number of consideration shares equal in value to the Closing Date Payment amount, issued at a price per share equal to the hire of (a) the ten (10) trading day volume weighted average price (“VWAP”) of such consideration shares on the Canadian Securities Exchange (the “Exchange”) on the trading day immediately prior to the closing date.

Dr. Roggen has also entered into an earn out agreement (the “Earn Out Agreement”) whereby he may receive additional consideration shares in an amount equal to up to $3,000,000 as follows: (a) $500,000 to be issued on the earlier of (i) the date CBDV’s Section 56 Exemption is renewed or a new authorization is issued by Health Canada or (ii) the date CBDV’s application for a dealer’s license from Health Canada is received; (b) $1,250,000 to be issued if CBDV achieves gross revenue equal to at least $1,200,000 in the first 12 months following closing of the transaction; and (c) $1,250,000 to be issued if CBDV achieves gross revenue equal to at least $3,600,000 in the first 24 months following closing of the transaction (each such event, a “Milestone”). Such additional consideration to satisfied by Delic’s issuance of additional consideration shares at a price per share equal to the ten (10) trading day VWAP of the consideration shares on the Exchange on the trading day prior to the date the Milestone is reached.

In addition, Dr. Roggen has entered into an employment agreement with CBDV whereby he will serve as President and Chief Scientific Officer of CBDV.

Release of Proceeds From Subscription Receipt Financing

Prior to closing of the Transaction, CBDV completed a non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of $0.30 per Subscription Receipt for gross proceeds of approximately $3,432,356. The proceeds from the Offering were placed into escrow on completion of the Offering.

CBDV has now satisfied the escrow release conditions, and immediately prior to closing of the Transaction: (i) each Subscription Receipt was converted into one common share of CBDV and one common share purchase warrant of CBDV (each, a “Warrant“), which, concurrent with the closing of the Transaction, were immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering were released to CBDV.

In connection with the Offering, CBDV paid aggregate finders’ fees of $92,085.62 cash and issued finders an aggregate of 306,951 share purchase warrants of CBDV. In addition, DELIC paid a corporate finance fee of $63,000 cash and issued 200,000 subordinate voting share purchase warrants of DELIC.

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About Delic Labs (formerly known as CBDV)

Delic Labs, formerly known as Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, Delic Labs uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more atwww.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC Corp.

DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms likeReality Sandwich andDelic Radio,Delic Labs (under binding acquisition agreement) the only licensed entity by Health Canada to exclusively focus on research and development of psilocybin vaporization technology,MeetDelic the premiere psychedelic wellness event, andKetamine Infusion Centers (under binding acquisition agreement) one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a diverse network, whose mission is to provide education, research, high-quality products, and treatment options to the masses.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Information and Statements

This 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 DELIC’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: the business, plans, operations and growth of Delic Labs; potential benefits of the Transaction; use of proceeds of the Offering; and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, DELIC 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 DELIC to be materially different from those expressed or implied by such information and statements. Such risks and other factors may include, but are not limited to: incorrect assessment of the value and potential benefits of the Transaction; direct and indirect material adverse effects from the COVID-19 pandemic; inability of Delic Labs to adequately protect and enforce its intellectual property; inability to obtain future financing on suitable terms; failure to obtain required regulatory and other approvals; risks inherent in the psychedelic treatment sector; changes in applicable laws and regulations; and failure to comply with applicable laws and regulations.

In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, DELIC has made certain assumptions. These assumptions include, but are not limited to: the ability of the Company to successfully execute on its plans and integrate Delic Labs; the ability to commercialize Delic Lab’s psilocybin research and associated intellectual property; the Company’s continued response and ability to navigate the COVID-19 pandemic; the ability to maintain compliance with applicable contractual and regulatory obligations and requirements; and there will be adequate liquidity available to the Company to carry out its obligations.

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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE Delic Holdings Inc.

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Delic’s Acquisition Target Proposes Acquisition Of 2 Additional Ketamine Clinic Locations

VANCOUVER, BC, May 17, 2021 – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV“), has closed its previously-announced non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of CAD$0.30 per Subscription Receipt for gross proceeds of $3,432,356. The gross proceeds of the Offering will be held by an escrow agent until satisfaction of the Escrow Release Conditions (as defined below).

Each Subscription Receipt entitles the holder thereof to receive, in certain circumstances, one (1) common share of CBDV (“Common Share“) and one (1) Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder thereof to purchase one (1) Common Share (“Warrant Share“) at a price of $0.40 for a period of twenty-four (24) months after the closing of the acquisition by DELIC of CBDV (the “Transaction“).

Following the completion, satisfaction or waiver of all conditions precedent to the Transaction prior to 5:00 pm (Vancouver time) on June 30, 2021 (the “Escrow Release Conditions“), and immediately prior to closing of the Transaction: (i) each Subscription Receipt will be converted into one Common Share and one Warrant, which, concurrent with the closing of the Transaction, will be immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering will be released to CBDV.

If the Transaction is not completed by 5:00 pm (Vancouver time) on June 30, 2021, holders of the Subscription Receipts will receive from the escrow agent an amount equal to their full subscription price.

Matt Stang, Co-Founder and CEO, stated “The closing of this private placement continues to show our shareholders that we are committed to expanding the DELIC platform as we move closer towards finalizing our acquisition of CBDV and more. We are committed to ensuring the best interests of our shareholders and helping bring greater access to psychedelic wellness to everyone.”

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About CBDV

Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.
DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Complex Biotech Discovery Ventures (under binding acquisition agreement) the first licensed entity by Health Canada to conduct research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement), one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a network whose mission is to provide education, research, high-quality products, and treatment options to the wellness and psychedelics industries.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Posted on

CBDVL Announces Closing of Non-Brokered Private Placement

VANCOUVER, BC, May 17, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV“), has closed its previously-announced non-brokered private placement (the “Offering“) of 11,441,189 subscription receipts of CBDV (the “Subscription Receipts“) at a price of CAD$0.30 per Subscription Receipt for gross proceeds of $3,432,356. The gross proceeds of the Offering will be held by an escrow agent until satisfaction of the Escrow Release Conditions (as defined below).

Each Subscription Receipt entitles the holder thereof to receive, in certain circumstances, one (1) common share of CBDV (“Common Share“) and one (1) Common Share purchase warrant (“Warrant“), with each Warrant entitling the holder thereof to purchase one (1) Common Share (“Warrant Share“) at a price of $0.40 for a period of twenty-four (24) months after the closing of the acquisition by DELIC of CBDV (the “Transaction“).

Following the completion, satisfaction or waiver of all conditions precedent to the Transaction prior to 5:00 pm (Vancouver time) on June 30, 2021 (the “Escrow Release Conditions“), and immediately prior to closing of the Transaction: (i) each Subscription Receipt will be converted into one Common Share and one Warrant, which, concurrent with the closing of the Transaction, will be immediately exchanged for one subordinate voting share of DELIC and one subordinate voting share purchase warrant of DELIC having the same terms as the Warrants, respectively; and (ii) the gross proceeds of the Offering will be released to CBDV.

If the Transaction is not completed by 5:00 pm (Vancouver time) on June 30, 2021, holders of the Subscription Receipts will receive from the escrow agent an amount equal to their full subscription price.

Matt Stang, Co-Founder and CEO, stated “The closing of this private placement continues to show our shareholders that we are committed to expanding the DELIC platform as we move closer towards finalizing our acquisition of CBDV and more. We are committed to ensuring the best interests of our shareholders and helping bring greater access to psychedelic wellness to everyone.”

The net proceeds from the Offering shall be used to increase DELIC’s cash position, to execute on DELIC’s business plan, for working capital and for general corporate expenses.

About CBDV

Complex Biotech Discovery Ventures Ltd. (“CBDV”), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on Linkedln: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.
DELIC is the leading psychedelic wellness platform, committed to bringing science-backed benefits to all and reframing the psychedelic conversation. The company owns and operates an umbrella of related businesses, including trusted media and e-commerce platforms like Reality Sandwich and Delic Radio, Complex Biotech Discovery Ventures (under binding acquisition agreement) the first licensed entity by Health Canada to conduct research and development of psilocybin vaporization technology, MeetDelic the premiere psychedelic wellness event, and Ketamine Infusion Centers (under binding acquisition agreement), one of the largest ketamine clinics in the country. DELIC is backed by a team of industry and cannabis veterans and a network whose mission is to provide education, research, high-quality products, and treatment options to the wellness and psychedelics industries.

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Information and Statements

This 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 DELIC’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, closing of the Transaction, satisfaction of the Escrow Release Conditions, use of proceeds of the Offering, and expectations for other economic, business, and/or competitive factors.

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 of the parties to consummate the Transaction; the ability to satisfy the conditions to closing of the Transaction and the Escrow Release Conditions on the proposed terms and schedule; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this notice.

SOURCE Delic Holdings Inc.

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Delic Holdings Inc. Confirms No Material Undisclosed Information

VANCOUVER, BC, May 8, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, announces that the Company is not aware of any material undisclosed information and wishes to make the following statements regarding recent sponsored news and marketing activities concerning its shares of common shares traded on the OTCQB market.

On May 6, 2021, OTC Markets Group (“OTC Markets”) sent the Company a copy of a newsletter article published by Financial News Now.com on March 16, 2021 (the “Article”) and email distribution between May 6-7 and requested comment from the Company. The article and email discuss recent mental health research, current events in the psychedelics industry, a description of the Company’s business plan, board of directors, state of the current market, and matters relating to investment in the Company. The website is owned by IDR Marketing, Inc. (“IDR”), which was retained by the Company to assist with financial marketing efforts in order to increase investor awareness within North America. This was previously disclosed by news release by the Company on February 5, 2021. The Company engaged IDR to provide financial marketing, public relations services, social media support and/or other related services. The company notes that trading activity remained consistent during this time.

IDR’s engagement is to factually tell the Company’s story in an accretive and transparent manner. Statements made in the promotional materials are not materially false and/or misleading. The factual information provided in the promotional material, which was extracted from the Company’s public disclosure, website and press releases, is accurate, however, any opinions expressed by the author are his alone as the Company had no right of edit or control over those opinions.

Since its public listing on the Canadian Securities Exchange on November 18, 2020, the Company has further engaged the following additional parties to ‎provide investor relations, public relations services, marketing or other related services including Investor Direct Media, Octagon Media, Equity Guru, Streetwise Reports, Triple Bull Consulting, and Capital Analytica.

After reasonable inquiry‎, management is not aware of any ‎directors, officers or any third-party service providers that have sold or ‎purchased the Company’s securities within the past 90 days.‎

Since its public listing, the Company has issued shares to arms-length parties for services and for acquisitions. The Company has not issued convertible instruments allowing conversion to ‎equity securities, at prices constituting a discount to the current market rate at the time of the issuance.‎

About DELIC

DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

Forward-Looking Information and Statements

This 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 DELIC’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, closing of the transaction with CBDV, the private placement and conversion of subscription receipts, the growth and business of CBDV, potential earn out payments, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 Transaction; the ability to satisfy the conditions to closing of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the acquisition 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 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

SOURCE Delic Holdings Inc.

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Complex Biotech Discovery Ventures Hires New Lead Chemist

VANCOUVER, BC, April 28, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV”), a licensed cannabis and psilocybin research laboratory specializing in chemical analytics, extraction optimization, and process design, has hired Dr. Eric Janusson as Lead Chemist.

Dr. Eric Janusson is an analytical organometallic chemist specializing in real-time methods for the quantification and characterization of sensitive chemical intermediates. A long-time resident of Vancouver Island, Dr. Janusson received his Ph.D. in analytical chemistry at the University of Victoria in 2017 under the direction of Professor Scott McIndoe. After completing his studies, Dr. Janusson held a postdoctoral scholar position with the Cronin Group at the University of Glasgow where he developed an interest in machine learning, statistical modelling, self-assembly of inorganic nanoparticles, automated synthesis and robotics, as well as ion mobility mass spectrometry. Dr. Janusson was a postdoctoral researcher at the University of Glasgow, Scotland from 2017 to 2019 in the Cronin Group. After completing his contract with the Cronin Group, he continued on as an associate member until March 2021. Dr. Janusson joined CBDV in 2021 to spearhead the analytical chemistry efforts of the company and further develop high-quality analytical methods for cannabis and psilocybin research.

As Lead Chemist, Dr. Janusson’s function and main duties within the company include:

  • Lead analytical chemistry efforts
  • Lead method development for cannabis and mushroom testing
  • Provide input on scientific leadership and strategic direction for the company
  • Build alliances and partnerships with other scientific experts/organizations

Dr. Markus Roggen, Director of Delic Corp & Founder of CBDV commented, “We are excited to have Eric join us. He brings a lot of expertise in analytical chemistry and new perspectives to the team. Eric is instrumental to combine our analytical platforms with our machine learning capabilities.”

Financing

DELIC and CBDV, would also like to announce a private placement of a minimum of 3,333,333 subscription receipts of CBDV (“the Subscription Receipts”) on a non- brokered basis (“the Offering”), at a size to be determined in the context of the market.

Each Subscription Receipt will, following the completion of the Company’s transaction to acquire CBDV, entitle the holder to receive, without payment of additional consideration or taking of further action, one unit of the Company (each, a “Unit” and collectively, the “Units“), at a price CAD$0.30, with each Unit being comprised of one common share (a “CBDV Common Share“) of the Company and one common share purchase warrant of the Company (“CBDV Warrant“). Each CBDV Warrant shall be exercisable to acquire one‎ CBDV Common Share of the Company at a price of CAD$0.40 per CBDV Warrant for a period of twenty-four (24) months.

About CBDV
Complex Biotech Discovery Ventures (CBDV), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on LinkedIn: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

Forward-Looking Information and Statements

This 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 DELIC’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, closing of the transaction with CBDV, the private placement and conversion of subscription receipts, the growth and business of CBDV, potential earn out payments, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 Transaction; the ability to satisfy the conditions to closing of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the acquisition 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 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Posted on

Delic Provides First Quarter 2021 Shareholder Update

VANCOUVER, BC, April 12, 2021 /PRNewswire/ – Delic Holdings Inc. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to provide the following shareholder update on its operations for the first quarter of 2021.

The first quarter of 2021 has been transformative and expansive as DELIC has entered into new sectors of this nascent industry. From early beginnings in media with Reality Sandwich, Meet DELIC, & DELIC Radio, DELIC now has begun to execute its M&A strategy by entering into binding agreements with Ketamine Infusion Center (“KIC”), with their clinics located in California and Arizona, and of Complex Biotech Discovery Ventures (“CBDV”) in Vancouver, and more.

Acquisition Transactions:

Ketamine Infusion Center

On February 5th, 2021 DELIC announced the acquisition of KIC, who over the last 3 years have overseen over 4,000 ketamine infusion treatments delivered, all while seeing revenues increase to over USD$1.5mm. The KIC team has been in the clinic and medical space for over 15 years scaling and operating clinics and hospitals across the United States.

KIC exclusively administers IV Ketamine infusions, which allows them to master the science behind this unique psychedelic therapy. They utilize a state of art electronic medical record system specifically designed for KIC which allows them to track patient outcomes seamlessly. With this effective monitoring tool they gain full representation of progress when it comes to assessing each individual patient. KIC believes that quality of life should not be accomplished by socioeconomic status, so they work diligently to utilize insurance benefits of patients to provide crucial treatment. With 2 clinics already operating in Arizona and California, DELIC plans to help KIC expand to other states in the near future with a goal of adding 12 to 18 clinics in the next 12 to 18 months.

Closing of the transaction is subject to customary conditions and is expected to close in the second quarter of 2021.

Complex Biotech Discovery Ventures

On February 25th, 2021 DELIC announced its acquisition of CBDV (to be renamed DELIC labs), which is a licensed (granted a “Section 56 exemption” by Health Canada) psilocybin and cannabis research lab focused on extraction, analytical testing, and chemical process development. Founded by award-winning chemist, Dr. Markus Roggen, and UBC Professor, Glenn Sammis, CBDV supports the psycheDELIC industry with high precision chemical analytics and metabolomic identification.

CBDV is working to solve the current and future problems of the cannabis and psilocybin industries. CBDV utilizes their talented team and collaborative relationships with partner organizations, industry leaders, and academia. These collaborative efforts enable them to expand knowledge on complex subjects and work on a wide array of chemistry and  health and business issues. They are committed to broadening their horizons by ultimately building a stronger foundation of expertise for DELIC, and the sector as a whole.

Closing of the transaction is subject to customary conditions and is expected to close in the second quarter of 2021.

Homestead Brand

On top of the acquisitions of KIC and CBDV, on March 4th 2021 DELIC announced the acquisition of Homestead which is a legacy counterculture distributor of psychedelic media and creator of one of the first self-contained psilocybin mushroom grow kits. The acquisition of Homestead is an exciting one as It shows how DELIC is increasing accessibility to this nascent industry within regulated jurisdictions. Homestead not only sold tens of thousands of mushroom kits globally but also was one of the earliest distributors for High Times Holdings and many other counter culture publications.

The Homestead acquisition allows DELIC to increase their product offering on their owned website Reality Sandwich (realitysandwich.com), which most recently hit record average monthly traffic of over 200,000 unique visitors, and over 2.6 million active readers in 2020. Through Homestead’s extensive intellectual property and heritage brand, DELIC anticipates to revive the “at home EZ Grow experience” targeted at the Reality Sandwich consumer. Product launch is expected in the later half of Q2 2021, and the new mushroom at home grow kit will have a modern interpretation of the company’s history and will include everything a consumer needs to be an at home mycologist – pre-sterilized and as easy as mixing the core ingredients provided. In addition to the mushroom kit being offered, consumers will also be able to purchase other complementary products to the kit to enhance their experiences and to become better mycologists.

Launch of Meet DELIC Conference:

DELIC will announce our new date for Meet Delic, the premier psychedelic wellness event of the year, in early April. Come and experience what’s new in psychedelic wellness, connect with the community and expand your horizons. Happening in sunny Las Vegas, Nevada. We can’t wait to Meet you. For more information visit MeetDelic.com.

Matt Stang, Founder and CEO commented “What’s in store for the rest of 2021? DELIC is focused on expanding its M&A strategy well beyond its early acquisition targets. We look to utilize our mental health platform to assist studies and increase the intellectual properties born from CBDV’s research, (to be renamed DELIC Labs), and our acquisition of Ketamine Infusion Center’s to expand not only across the US, but Canada also, with the goal to expand clinics from 2 current clinics to up to 12 in the next 12 to 18 months. As we push forward on this exciting new path and transformation within the psychedelic space. We strive to become a leader in the health and wellness sector and ultimately help people. I am extending a big thank-you to the continued support received from our shareholders. We’re just getting started.”

About DELIC

DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

Forward-Looking Information and Statements

This 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 DELIC’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, closing of the Transaction, the growth and business of CBDV, potential earn out payments, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 Transaction; the ability to satisfy the conditions to closing of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the acquisition 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 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Posted on

Delic Subsidiary Complex Biotech Discovery Ventures Ltd., Receives First Research Orders

After recently launching its Advanced Analytical Testing services, CBDV successfully receives orders through their new online payment platform 

VANCOUVER, BC, March 31, 2021 /PRNewswire/ –  Delic Holdings Inc. (the “Company”), (“DELIC”) (CSE: DELC) (OTCQB: DELCF), a psychedelic focused wellness company, is pleased to announce that its acquisition target, Complex Biotech Discovery Ventures Ltd. (“CBDV”), a licensed cannabis and psilocybin research laboratory specializing in chemical analytics, extraction optimization, and process design, has commercialized and received its first research orders for Advanced Analytical Testing services through CBDV’s new online payment platform.

Matt Stang, CEO and Co founder commented “CBDV has shown they have the foresight to see what is needed in industries before it is normal practice. We expect to see the same professional expertise they show in cannabis, in this new psychedelic industry. This is another milestone that shows our commitment to increasing shareholder value.”

CBDV recently launched its Advanced Analytical Testing service which offers a streamlined process that allows clients to conveniently order tests online and ship their samples directly to CBDV’s lab. Clients can choose from a wide range of tests that provide a comprehensive analysis on cannabis flower, concentrates, formulations, and vapor/smoke.

Chief Executive Officer, Dr. Markus Roggen, stated: “We saw the need for chemical analytics beyond compliant testing to enable producers to develop the next generation of cannabis products. Therefore, we wanted to bring the high precision tools we are using in our own research directly to Canadian producers. And to enable an efficient customer experience, while giving us a scalable platform, we put a lot of effort into this webstore.”

With access to facilities at the University of British Columbia, CBDV uses industry-leading instrumentation and chemical expertise to provide clients with a thorough analysis of their cannabis samples. Clients receive an in-depth and precise characterization of their materials throughout each stage of the product development process. The tests offered go beyond the basic compliance testing for product releases required by Health Canada. CBDV’s variety of tests include smoke analysis, NMR spectroscopy, X-ray crystallography, high resolution mass spectroscopy and many more that can be ordered directly on CBDV’s website.

For more information on the transaction between the Company and CBDV, please refer to the news release of the Company dated February 25, 2021.

About CBDV

Complex Biotech Discovery Ventures (CBDV), based at the University of British Columbia in Vancouver, BC, is a licensed cannabis and psilocybin research laboratory focused on extraction optimization, analytical testing, and process development. Founded by award-winning chemists, Dr. Markus Roggen and UBC Professor Glenn Sammis, CBDV uses precision chemical analytics and metabolomics identification to advance the cannabis and psilocybin industries.

For media and service inquiries, please contact info@cbdvl.com. Learn more at www.cbdvl.com and follow us on LinkedIn: Complex Biotech Discovery Ventures and Instagram: @complexbiotech.

About DELIC

DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

Forward-Looking Information and Statements

This 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 DELIC’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, closing of the transaction with CBDV (the “Transaction”), the growth and business of CBDV, potential earn out payments, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 Transaction; the ability to satisfy the conditions to closing of the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the acquisition 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 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Posted on

Delic Appoints John Coleman as Vice President of Business Development

VANCOUVER, BC, March 16, 2021 /PRNewswire/ – Delic Holdings. (“DELIC” or the “Company“) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce the appointment of John Coleman, PhD, former President of Anandia Labs, as Vice President of Business Development.

Matt Stang commented “We are very fortunate to have John join our team. His pedigree between his corporate and scientific expertise is second to none. Having John join as our VP of Business Development shows our commitment to bringing top tier professionals to our team and having leaders in each pillar of our growing business.”

John has a wide-ranging scientific and business background. In 2013, he co-founded Anandia Labs, a cannabis biotech company focused on genetics and analytics, and helped grow it to approximately 90 staff before Anandia was purchased in 2018 by Aurora Cannabis.

Prior to Anandia, John was the Department Head of the Centre for Drug Research and Development’s (CDRD, now adMare BioInnovations) Project Search and Evaluation Division (2007-2015) where he was responsible for establishing and managing partnerships with academic institutions and identifying projects with therapeutic and commercial potential.

Before CDRD, he held various positions at Inflazyme Pharmaceuticals Ltd. (2000-2007), a Vancouver-based biotechnology company specializing in the development of treatments for respiratory and inflammatory diseases. Prior to Inflazyme, John led the natural products group at Ocean Nutrition Canada (1999-2000) after having completed a postdoctoral fellowship in the Marine Natural Products Chemistry group at the National Research Council in Halifax, Nova Scotia (1998-1999).

John holds a BSc (Honours) from Bishop’s University (1992) and a PhD from the University of British Columbia (1997). His PhD research on naturally-derived anticancer compounds produced the drug candidate HTI-286 that was licensed to Wyeth, where it progressed to Phase II clinical trials.

John commented “I am excited to join the excellent team that Matt and Jackie Stang founded and are building at DELIC to continue unlocking the potential of ketamine and psilocybin, and the potentially addition of other psychedelics, to address psychiatric, behavioral and mental health disorders plaguing our society. DELIC is positioning itself to be a leader in both the educational and scientific sides of the burgeoning psychedelic industry.”

The Company’s Board of Directors have approved the granting of 250,000 incentive stock options to Dr. Coleman at an exercise price of $0.55 as of the closing of business on March 9, 2021. The stock options are exercisable for a period of 3 years in accordance with the terms of the Company’s Incentive Stock Option plan.

About DELIC
DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

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 Statements

This 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 DELIC’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 listing on the Canadian Securities Exchange, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC has made certain ‎assumptions. 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎

Posted on

Delic Announces Appointment of Zak Garcia as Chief Marketing Officer

VANCOUVER, BC, March 11, 2021 /PRNewswire/ – Delic Holdings. (“DELIC” or the “Company”) (CSE: DELC) (OTCQB: DELCF), a psychedelic wellness-focused company, is pleased to announce the appointment of Zak Garcia, former CMO of Bulletproof Inc., makers of Bulletproof® Coffee, as Chief Marketing Officer.

Matt Stang commented “Zak has been with DELIC on our Board of Advisors since inception, and having him sign on to lead our marketing efforts as Chief Marketing Officer is a huge value add for DELIC. His vast experience in creating value in new industries will prove to be invaluable to DELIC and our shareholders. I’m excited for all that we will accomplish together.”

Zak Garcia is a sought-after Marketing and Leadership Strategist who consults with CEOs and Senior Executives to build fast, sustainable, and permanent growth for their business. Zak believes that for companies to scale exponentially, it takes leadership that creates a culture for growth. He has proven himself as an effective leader, both in the military and as a civilian. Zak spent over 4 years in the Army overseas where he was a convoy commander in Iraq and was responsible for making life or death decisions under extremely high stress. Zak has been an entrepreneur from a very young age and has sold over $100 million in products, mostly in the nutrition and health industry. He was the Chief Marketing Officer at Bulletproof, Inc. (makers of Bulletproof® Coffee) helping it grow to over $250mm in revenue, and is a co-owner of the successful international brand. While Chief Marketing Officer (CMO) at Bulletproof, Zak was responsible for branding, digital marketing, content marketing, web development, advertising, events and experiential marketing, customer service, public relations, strategic marketing partnerships, recruiting/hiring his department, and team culture.

Zak Garcia commented “I’m excited to step in more and help DELIC with the next stage of growth. I am passionate about supporting people who have experienced trauma, especially those in the veteran’s community, through providing therapeutic psychedelic sessions and information on how these options can help support those with PTSD.”

The Company’s Board of Directors have approved the granting of 50,000 incentive stock options to Mr. Garcia at an exercise price of $0.55 as of the closing of business on March 9, 2021. The stock options are exercisable for a period of 3 years in accordance with the terms of the Company’s Incentive Stock Option plan.

About DELIC
DELIC Always Expanding. In All Ways.

DELIC was formed in 2019 to address the growing interest in psychedelic wellness backed by science. DELIC was the ‎first psychedelic umbrella platform and is currently a trusted source for those interested in ‎psychedelic culture, psychedelic clinics, and more. ‎DELIC’s offerings include, Ketamine Infusion Center (under binding acquisition agreement), a limited liability corporation formed under the laws of Arizona and runs two ketamine clinics in Arizona and California, “Reality Sandwich”, a free public education platform providing psychedelic guides, news and ‎culture, “Meet Delic”, the first ever psychedelic wellness summit, and “The Delic”, an e-commerce lifestyle brand. ‎For more information, check out www.deliccorp.com.

The Canadian Securities Exchange ‎has neither approved nor disapproved the contents of this news release and does not accept responsibility ‎for the adequacy or accuracy of this release.‎

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 Statements

This 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 DELIC’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 listing on the Canadian Securities Exchange, anticipated continued growth in the health and wellness sector (and, in particular, related to psychedelics), the continued emergence of psychedelics from stigmas, the ability of the Company to maintain sensible messaging, the ability of the Company to avoid dogmatic practices and binary rhetoric‎, the ability of DELIC to successfully achieve business ‎objectives, ‎and expectations ‎for other economic, ‎business, and/or competitive factors.‎

By identifying such information and statements in this manner, DELIC 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 DELIC 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, DELIC 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 DELIC 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 DELIC 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 DELIC or persons acting on its behalf is expressly qualified in its entirety by this ‎‎notice.‎