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Craft 1861 receives final order approving Nano deal

2023-12-15 12:48 ET - News Release

An anonymous director reports

CRAFT 1861 GLOBAL ANNOUNCES RECEIPT OF FINAL ORDER APPROVING ARRANGEMENT WITH NANO CURES

Craft 1861 Global Holdings Inc. has obtained the final order from the Supreme Court of British Columbia approving its previously announced plan of arrangement with Nano Cures International Inc. under the Business Corporations Act (British Columbia), whereby Nano will acquire all of the issued and outstanding shares of the company.

Under the arrangement, Nano will acquire all of the issued and outstanding shares of the company for: (i) aggregate cash consideration of $474,040,780 (U.S.); and (ii) the issuance of 56,498,406 common stock in the capital of Nano, which will represent 25 per cent of issued and outstanding shares of the combined entity, for an aggregate deemed consideration value of approximately $1,849,040,780 (U.S.) to the shareholders of the company.

Completion of the arrangement is subject to the satisfaction or waiver of customary conditions, including, but not limited to, the: the receipt of all applicable regulatory approvals; the closing of the Nano financing; the closing of the Nano Housey transaction; and the aggregate enterprise value of Nano as of the completion of the arrangement being no less than $5.5-billion (U.S.). Subject to the satisfaction (or waiver) of the conditions precedent, it is expected that the arrangement will be completed prior to Dec. 31, 2023.

The company reminds the Craft Global shareholders that in order to receive their respective pro rata share of the consideration, each registered Craft Global shareholder must submit a duly completed letter of transmittal to Odyssey Trust Company, the company's and Nano's depositary. If you have any questions or require further information about the procedures to complete your letter of transmittal, please contact the company at Investor.Relations@craft1861global.com. Payment of the consideration is subject to the arrangement closing.

For more information with respect to the arrangement, please refer to the company's management information circular dated Nov. 10, 2022, the supplement to the circular and related meeting materials that are filed on SEDAR+ under the company's profile.

The Nano shares are not currently listed on any stock exchange. Although an application has been made for listing of the Nano shares on the NEO Exchange Inc., operating as Cboe Canada, there is no assurance when, or if, the Nano shares will be listed on the exchange, or on any other stock exchange. Listing will be subject to Nano meeting the listing requirements and other conditions of the exchange. Listing of the Nano shares on the 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.

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