Red Light Holland Amends IP License Agreement with Mistercap LLC

Rhea-AI Summary

Red Light Holland Corp. announces an amended and restated IP license agreement with Mistercap , pivoting its line of mushroom grow kits towards retail and distribution channels. The agreement removes guaranteed payments to Mistercap , introduces royalty payments of 15% for sales under the Mistercap's brand, and 20% for sales from their website. The agreement extends the original IP Agreement to a 5-year term, includes a one-time catch-up payment of US$175,000, and eliminates the issuance of the Company's common shares as part of any consideration. Red Light Holland can now focus on developing retail and distribution channels for the Mistercap's brand, aligning with strategic objectives to expand its reach and drive long-term value for shareholders.

Toronto, Ontario--(Newsfile Corp. - April 17, 2024) - Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (OTCQB: TRUFF) ("Red Light Holland" or the "Company"), a company engaged in the production, growth and sale of functional mushrooms and mushroom home grow kits in North America and Europe and a premium brand of psilocybin truffles to the legal, recreational market within the Netherlands, is pleased to announce that, further to its press releases dated June 30, 2022, and July 18, 2022, the Company and Mistercap LLC ("MISTERCAP'S") have entered into an amended and restated IP license agreement (the "Amended Agreement") effective today, pursuant to which the parties have agreed to pivot the direction for its line of MISTERCAP'S mushroom grow kits towards retail and distribution channels.

The Amended Agreement, among other changes, removes all guaranteed payments payable to MISTERCAP'S, including monthly marketing fees, such that the consideration from the Company to MISTERCAP'S will be in the sole form of royalty payments going forward, being 15% for all sales under the MISTERCAP'S brand, except for sales that originate from the MISTERCAP'S website which are subject to a 20% royalty fee. Other terms in the Amended Agreement include: (i) the extension of the original IP Agreement to a term of 5 years, (ii) the Company to pay MISTERCAP'S a one-time catch-up payment in the amount of US$175,000 owed by the Company, of which US$87,500 has been paid to date and with the balance due within 45 days from today, (iii) the removal of a marketing account; and (iv) the removal of the issuance of the Company's common shares as part of any consideration payable by the Company.

The Company had previously budgeted C$1,000,000 per year to fulfill royalty fees, marketing expenses, and additional payment obligations payable to MISTERCAP'S. With the Amended Agreement in place, the Company is able to allocate its resources more efficiently, focusing on the development of retail and distribution channels for the MISTERCAP'S brand.

"We are excited to announce this amended agreement with MISTERCAP'S, which aligns with our strategic objectives to expand the reach of the MISTERCAP'S brand through retail and distribution channels," said Todd Shapiro, CEO of Red Light Holland. "We are grateful to Wiz Khalifa and his team for helping us focus on retail channels, such as our recently announced national Urban Outfitters deal in the USA. This agreement reflects our commitment to adapt to market dynamics and drive long-term value for our shareholders."

About Red Light Holland Corp.

Red Light Holland is an Ontario-based corporation engaged in the production, growth and sale of functional mushrooms and mushroom home grow kits in North America and Europe, and a premium brand of psilocybin truffles to the legal, recreational market within the Netherlands, in compliance with all applicable laws.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Todd Shapiro
Chief Executive Officer and Director
Tel: 647-643-TRIP (8747)
Email: todd@redlight.co
Website: www.RedLight.co

Forward-Looking Statements and Cautionary Statements

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-Looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Forward-Looking statements in this news release include statements relating to: information concerning the partnership with Mistercap LLC and Urban Outfitters; the pivot and focus of the MISTERCAP'S mushroom grow kits towards retail and distribution channels; the stated terms and benefits associated with the Amended Agreement, including, the consideration from the Company to MISTERCAP'S will be in the sole form of royalty payments going forward, that the Company will be able to allocate its freed up resources more efficiently with respect to its budget previously allocated towards the original IP agreement; the Company's commitment to adapt to market dynamics and drive long-term value for our shareholders; and the Company's continued production, growth and sale of its products in the stated geographic areas, in compliance with applicable laws.

Forward-Looking information in this press release are based on certain assumptions and expected future events, including but not limited to: the Company's ability to carry out its stated intentions with respect to the information concerning the partnership with Mistercap LLC and Urban Outfitters; the Company's ability to carry out its pivot and remain focused on the MISTERCAP'S mushroom grow kits towards and in the retail and distribution channels; the Company's ability to realize upon the stated terms and benefits associated with the Amended Agreement; the Company's ability to continue its commitment to adapt to market dynamics and drive long-term value for its shareholders; and the Company's ability to continue production, growth and sale of its products in the stated geographic areas, in compliance with applicable laws.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed. Readers are cautioned that the foregoing list is not exhaustive, and include: the Company's inability to carry out its stated intentions with respect to the information concerning the partnership with Mistercap LLC and Urban Outfitters; the Company's inability to carry out its pivot and remain focused on the MISTERCAP'S mushroom grow kits towards and in the retail and distribution channels; the Company's inability to realize upon the stated terms and benefits associated with the Amended Agreement; the Company's inability to continue its commitment to adapt to market dynamics and drive long-term value for its shareholders; and the Company's inability to continue production, growth and sale of its products in the stated geographic areas, in compliance with applicable laws.

Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

Forward-Looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward- looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/205811

FAQ

What is the amended agreement between Red Light Holland and Mistercap about?

The amended agreement focuses on pivoting Red Light Holland's line of mushroom grow kits towards retail and distribution channels, removing guaranteed payments to Mistercap , and introducing royalty payments for sales under the Mistercap's brand.

What are the royalty percentages mentioned in the amended agreement?

The royalty payments are set at 15% for all sales under the Mistercap's brand, except for sales originating from the Mistercap's website, which are subject to a 20% royalty fee.

What are some key changes in the amended agreement?

Key changes include extending the original IP Agreement to a 5-year term, a one-time catch-up payment of US$175,000 owed by Red Light Holland to Mistercap , and the removal of the issuance of the Company's common shares as part of any consideration.

How does the amended agreement benefit Red Light Holland?

The agreement allows Red Light Holland to allocate its resources more efficiently, focusing on developing retail and distribution channels for the Mistercap's brand, aligning with strategic objectives to expand its reach and drive long-term value for shareholders.