An anonymous director reports

CRAFT 1861 GLOBAL ANNOUNCES SCHEDULING OF FINAL ORDER AND REMINDER OF UPCOMING MEETING OF SECURITYHOLDERS TO APPROVE ARRANGEMENT WITH NANO CURES

Craft 1861 Global Holdings Inc. has scheduled the hearing of the final order to take place on Dec. 14, 2023, at approximately 9:45 a.m. Vancouver time, at the Supreme Court of British Columbia in which Craft Global, assuming the approval of the arrangement resolution (as defined herein), will seek the final order to implement the proposed transaction, pursuant to which the company will combine with Nano Cures International Inc. by plan of arrangement.

Further to the company's news release issued on Nov. 22, 2023, the company reminds its securityholders that, due to a delay in the mailing of the management information circular and related meeting materials and the filing of a supplement to the management information circular for its coming annual general meeting of shareholders and special meeting of securityholders to be held in connection with the arrangement, the company intends to adjourn the meeting that was initially scheduled for Dec. 7, 2023, at 10 a.m. Vancouver time, until Dec. 12, 2023, at 10 a.m. Vancouver time.

The adjourned meeting to be held on Dec. 12, 2023, will still be held at the offices of McMillan LLP located at Royal Centre, 1055 West Georgia St., Suite 1500, Vancouver, B.C, V6E 4N7. Securityholders of Craft 1861 may also join the meeting virtually as per the details provided in the meeting materials.

The meeting materials are available on the company's website and have also been filed by the company on SEDAR+ and are available under the company's profile SEDAR+.

Voting of the arrangement

At the meeting, the securityholders of Craft 1861 will be asked to pass a special resolution to approve the proposed plan of arrangement involving the company and Nano that gives effect to the arrangement. The arrangement will be carried out pursuant to the terms of an arrangement agreement dated as of Sept. 27, 2023, between the company and Nano and the terms of the plan of arrangement.

The arrangement resolution must be approved by: (i) at least 66-2/3rds per cent of the votes cast by the shareholders of Craft 1861 present in person or by proxy at the meeting; and (ii) at least 66-2/3rds per cent of the votes cast by the securityholders of Craft 1861 present in person or by proxy at the meeting, voting together as a single class.

The arrangement does not require minority approval under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, because the arrangement does not constitute a business combination within the meaning of MI 61-101.

Closing of the arrangement

Subject to obtaining approval of the arrangement resolution at the meeting and the satisfaction of the other customary conditions to completion of the arrangement contained in the arrangement agreement, including receiving the final order and certain regulatory approvals, all as more particular described in the meeting materials, the arrangement is expected to close on or before Dec. 31, 2023.

The shares of Nano are not currently listed on any stock exchange. Although an application has been made for listing of the Nano shares on the Cboe Canada exchange, there is no assurance when, or if, the Nano shares will be listed on the Cboe exchange or on any other stock exchange. Listing will be subject to Nano meeting the listing requirements and other conditions of the Cboe exchange. Listing of the Nano shares on the Cboe exchange or on any other exchange is not a condition to the completion of the arrangement. Until the Nano shares are listed on a stock exchange, shareholders of Nano may not be able to sell their Nano shares. Even if a listing is obtained, ownership of Nano shares will entail a high degree of risk.

We seek Safe Harbor.