An anonymous director reports

CRAFT 1861 GLOBAL AND NANO CURES INTERNATIONAL EXECUTE DEFINITIVE ARRANGEMENT AGREEMENT

Craft 1861 Global Holdings Inc. and Nano Cures International Inc. have entered into a definitive arrangement agreement which sets out the definitive terms upon which Craft Global and Nano will combine. The transaction will constitute a reverse takeover transaction under the policies of the Neo Exchange Inc., operating as Cboe Canada. As disclosed in Craft Global's news release dated July 20, 2023 (a copy of which is available under Craft Global's SEDAR+ profile), Craft Global and Nano are arm's-length parties.

All currency references used in this news release are in U.S. currency unless otherwise indicated.

Transaction highlights:

• Nano will acquire all of the issued and outstanding shares of Craft Global in exchange for aggregate cash and equity securities of the combined entity (New Nano) equalling a total of $1,849,040,480 consisting of: (i) aggregate cash consideration of $474,040,780; and (ii) equity securities representing 25 per cent of issued and outstanding shares of New Nano, with an aggregate deemed value of approximately $1,375-million.
• Upon closing of the transaction, the total enterprise value of New Nano is required, as a closing condition, to not be less than $5,500-million.
• Completion of the transaction is currently expected to occur in December, 2023.
• The board of directors of both Craft Global and Nano have unanimously approved the transaction and the Craft Global board of directors unanimously recommends that Craft Global shareholders vote in favour of the transaction.

Summary of the transaction

Pursuant to the arrangement agreement, among other things, Nano will acquire all of the issued and outstanding shares of Craft Global for (i) aggregate cash consideration of $474,040,780; and (ii) equity securities representing 25 per cent of issued and outstanding shares of New Nano, with a total deemed value of approximately $1,375-million. The issued and outstanding warrants to purchase subordinate voting shares of Craft Global will be exchanged on a one-for-one basis for warrants to acquire shares of New Nano.

Following closing of the transaction, New Nano will continue to operate the business of Craft Global and intends to retain the name Nano Cures 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 and warrants listed for trading on the exchange under the current symbols HUMN and HUMN.WT, respectively. Completion of the transaction is currently expected to occur in December, 2023.

The transaction remains subject to the satisfaction or waiver of certain customary conditions, including, among other things, the approval of the Supreme Court of British Columbia, 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 company's securities are expected to remain halted on the exchange until the transaction is completed.

The arrangement agreement contemplates that the transaction will be carried out by way of plan of arrangement under the Business Corporations Act (British Columbia). The arrangement will require the approval of the securityholders of the company by not less than two-thirds of the votes cast at a meeting of such securityholders. All of the directors and executive officers of Craft Global have entered into voting and support agreements in which such Supporting shareholders agree to vote all of securities held by them in favour of the transaction and related matters. Craft Global will call a special meeting of shareholders in compliance with an interim order of the court, which Craft Global will seek in accordance with the terms of the arrangement agreement. Prior to the meeting, it is anticipated that Craft Global will cause all issued and outstanding proportionate voting shares of Craft Global to be converted to subordinate voting shares on the basis of one proportionate voting share for 100 subordinate voting shares. In connection with the meeting, Craft Global will mail an information circular to its shareholders describing the transaction, Nano, New Nano, and all related matters and other information prescribed under applicable securities laws and exchange policies.

Board recommendation

The board of directors of both Craft Global and Nano have unanimously approved the transaction and the Craft Global board of directors unanimously recommends that Craft Global shareholders vote in favour of the transaction. Prior to applying to the court for an interim court order for the plan of arrangement, Craft Global's board of directors expects to receive an opinion from its financial adviser stating, and subject to the assumptions, limitations and qualifications set forth therein, that the consideration offered pursuant to the arrangement agreement is fair, from a financial point of view, to the holders of Craft Global's shareholders.

Legal advisers

McMillan LLP is acting as legal counsel to Craft Global and Herrick, Feinstein LLP is acting as legal counsel to Nano.

We seek Safe Harbor.