ALBUQUERQUE, N.M., Dec. 15, 2023 /CNW/ – CRAFT 1861 Global Holdings Inc. (NEO: HUMN) (NEO: HUMN.WT.A) (the “Company” or “Craft Global“) announced today that it obtained the final order from the Supreme Court of British Columbia approving its previously announced plan of arrangement (the “Arrangement“) with Nano Cures International, Inc. (“Nano“) under the Business Corporations Act (British Columbia), whereby Nano will acquire all of the issue 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 USD$474,040,780; and (ii) the issuance of 56,498,406 common stock in the capital of Nano (the “Nano Shares“), which will represent 25% of issued and outstanding shares of the combined entity, for an aggregate deemed consideration value of approximately USD$1,849,040,780 (the “Consideration“) to the shareholders of the Company (the “Craft Global Shareholders“).
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 USD$5,500,000,000. Subject to the satisfaction (or waiver) of the condition precedent, it is expected that the Arrangement will be completed prior to December 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 [email protected]. 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 November 10, 2022 (the “Circular“), the supplement to the Circular, and related meeting materials, that are filed on SEDAR+ and are available under the Company’s profile at www.sedarplus.ca.
All capitalized terms used in this news release but not otherwise defined herein, shall have the meaning ascribed thereto in the Circular.
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 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 (the “Exchange“), 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.
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 completion of the Arrangement, the satisfaction or waiver of conditions precedent to the Arrangement, the listing of the Nano Shares on the Exchange, and the anticipated closing date for the Arrangement.
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 / Nano will meet its future objectives and priorities; obtaining the all necessary approvals including but not limited to approvals from the Exchange to list the Nano Shares, Craft Global and Nano are able to fulfill the condition precedents to the Arrangement Agreement, 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 / Nano’s 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: uncertainties regarding U.S. hemp regulation; product recalls; failure or deterioration of quality control systems; limited operating history; acceptance of the listing application by the Exchange (or another stock exchange) to list the Nano Shares; future outbreaks of infectious diseases; potential future sales of shares; execution of Craft Global / Nano’s business strategies; reliance on management and conflicts of interest; competition; climate change; litigation; information technology systems and cyber-attacks; security breaches; global financial conditions; the ability of Craft Global / Nano to comply with regulatory requirements; 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.
NEO Exchange Inc. does not accept responsibility for the adequacy or accuracy of this news release.
SOURCE CRAFT 1861 Global Holdings Inc.
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