04:31:40 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Craft 1861 Global Holdings Inc
Symbol HUMN
Shares Issued 93,406
Close 2023-04-06 C$ 13.00
Market Cap C$ 1,214,278
Recent Sedar Documents

Craft 1861 to merge with Nanocures in RTO

2023-07-20 12:11 ET - News Release

An anonymous director reports

CRAFT 1861 GLOBAL HOLDINGS INC. AND NANOCURES INTERNATIONAL, INC. EXECUTE BINDING LETTER OF INTENT

Craft 1861 Global Holdings Inc. and Nanocures International Inc. have entered into a binding letter of intent which sets out the principal terms upon which it is proposed that Craft Global and Nano will combine. It is anticipated that the transaction will constitute a reverse takeover transaction under the policies of the Neo Exchange, operating as Cboe Canada.

All currency references used in this news release are in United States currency unless otherwise indicated.

Transaction highlights:

  • Nano, an arm's-length party to Craft, will acquire all of the issued and outstanding shares of Craft Global in exchange for aggregate cash and equity securities of the combined entity of $1,724,040,780.
  • Upon closing of the transaction, the total enterprise value of New Nano is required to be not less than $5-billion.

Summary of the transaction

Pursuant to the letter of intent, it is anticipated that the transaction will be structured between Craft Global and Nano, whereby, among other things, Nano will acquire all of the issued and outstanding shares for (i) aggregate cash consideration of $474,040,780; (ii) equity securities representing 25 per cent of issued and outstanding shares of New Nano, with a total deemed value of approximately $1,724,040,780.

Following closing of the transaction, New Nano will continue to operate the business of Craft Global and intends to rename itself Nanocures International Inc. It is anticipated that, following completion of the transaction, New Nano will be a reporting issuer under Canadian securities laws and will have its shares listed for trading on the exchange under the current symbols HUMN and HUMN.WT, respectively. Completion of the transaction is currently expected to occur as soon as feasibly possible and will be further announced as the transaction advances.

The transaction remains subject to completion of satisfactory due diligence by the parties, the negotiation of a definitive agreement, and the satisfaction or waiver of certain customary conditions, including, among other things, receipt of all required third party consents, shareholder approvals and regulatory approvals (including that of the exchange). The exchange has not yet approved the transaction and there can be no assurance that it will.

The board of directors of each of Nano and Craft Global have approved the letter of intent and determined that the transaction is in the best interests of their respective shareholders and companies.

We seek Safe Harbor.

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