ALBUQUERQUE, NM, Feb. 2, 2024 /CNW/ – CRAFT 1861 Global Holdings Inc. (Cboe Canada/NEO: HUMN, HUMN.WT.A) (the “Company” or “Craft Global“) and Nano Cures International, Inc. (“Nano“), announce that they have mutually agreed, as per the Arrangement agreement (the “Arrangement Agreement“) to extend the Completion & Effective Date (the “Completion & Effective Date“) of the Arrangement Agreement which sets out the definitive terms upon which Craft Global and Nano will combine (the “Transaction“). The Transaction will constitute a reverse take-over transaction under the policies of the Neo Exchange Inc., operating as Cboe Canada (the “Exchange“). As disclosed in Craft Global’s prior news releases (copies of which is available under Craft Global’s SEDAR+ profile at www.sedarplus.ca).
Extension Highlights
- As per the Arrangement Agreement Terms & Conditions, the Company and Nano have mutually agreed in writing a continuation extension to the Completion & Effective Date.
- The Company and Nano acknowledges that “TIME IS OF THE ESSENCE” to complete the Arrangement Agreement.
- The written mutually agreed extension was issued in order to provide additional and necessary time to satisfy the Completion of the Arrangement (the “Completion of the Arrangement“) requirements, as per the terms and conditions of the Arrangement Agreement.
- Completion of the Transaction is now currently expected to occur on the absolute earliest possible date to meet the requirements of the transaction.
This news release does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and this news release does not form the basis of any contract or commitment. In particular, this news release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer or solicitation would be unlawful.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from registration. The securities to be issued in connection with the Transaction are anticipated to be issued in reliance upon section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements.
Forward Looking Statements
This news release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events. The words “expect”, “aim”, “believe”, and similar expressions or words suggesting future outcomes are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Specific forward-looking information contained in this news release includes, but is not limited to statements concerning the Transaction, the fairness opinion, the terms, conditions and completion of the Transaction, satisfaction or waiver of conditions precedent to the Transaction, including the obtaining of all regulatory and other approvals, listing of New Nano shares on the Exchange and the Meeting.
Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in this news release, the Company has made certain assumptions with respect to, among other things; that Craft Global / New Nano will meet its future objectives and priorities; Craft Global / New Nano will have access to adequate capital to fund its future projects and plans; that Craft Global / New Nano future projects and plans will proceed as anticipated; as well as assumptions concerning legislative frameworks, general economic and industry growth rates, prices, currency exchange and interest rates, competitive intensity, future pandemics or other material outbreaks of disease, safety issues, recalls, and no unplanned material changes in Craft Global / New Nano facilities, equipment or customer and employee relations. Forward–looking information is based on a number of assumptions, opinions, and estimates and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: limited long-term data with respect to the efficacy, side effects and safety of category products; uncertainties regarding U.S. hemp regulation; product recalls; failure or deterioration of quality control systems; limited shelf life of products; limited operating history; Craft Global / New Nano ability to successfully manage its growth; Craft Global / New Nano ability to achieve or maintain profitability; the popularity of Craft Global / New Nano brand portfolio; future outbreaks of infectious diseases; potential future sales of shares; execution of Craft Global / New Nano business strategies; reliance on management and conflicts of interest; competition; risks relating to new, well-capitalized entrants developing large-scale operations; reliance on key inputs; dependence on suppliers and skilled labor; Craft Global / New Nano ability to obtain high quality product for its growth needs; climate change; litigation; reliance on third-party distributors; intellectual property risks; protection of trade secrets; fraudulent or illegal activity by employees, contractors and consultants; information technology systems and cyber-attacks; security breaches; high bonding and insurance costs; costs and requirements of being a public company and risks associated with failure to comply with such requirements; no planned dividends; future acquisitions or dispositions; U.S. federal income tax; net operating loss limitations; withholding tax on dividends; risk of U.S. tax classification as a U.S. real property holding company; market price volatility; sales of a substantial number of Subordinate Voting Shares; future equity financings; the increased regulatory burden and costs associated with loss by Craft Global of foreign private issuer status under U.S. federal securities laws; limitations on certain remedies; global financial conditions; impairment of goodwill and intangible assets; the ability of Craft Global / New Nano to comply with regulatory requirements; regulatory restrictions on international sales of Craft Global / New Nano products; lack of clarity regarding the future of hemp regulation; designation of cannabinoids as an impermissible adulterant; Federal Trade Commission enforcement actions; difficulty accessing capital and banking services; differing regulatory requirements across jurisdictions; heightened scrutiny by regulators; risks relating to expansion into other markets; restrictions on deductions of certain expenses; enforceability of contracts; contractual right of action; and retention of key personnel, as well as the factors discussed under “Risk Factors” in the Company’s annual information form.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, undue reliance should not be placed on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company’s expectations as of the date of this news release and are subject to change after such date. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
The Exchange does not accept responsibility for the adequacy or accuracy of this news release.
SOURCE CRAFT 1861 Global Holdings Inc.
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