Subjects: MAT, SHM

CRAFT 1861 GLOBAL announces mailing and filing of circular for the special meeting of securityholders to approve arrangement with Nano Cures

• The Board of Directors of Craft 1861 Global recommends that Securityholders vote IN FAVOUR of the Arrangement Resolution
• Securityholders are encouraged to vote in advance of the Special Meeting scheduled for December 7, 2023

ALBUQUERQUE, N.M., Nov. 22, 2023 /CNW/ - CRAFT 1861 Global Holdings Inc. (Cboe Canada/NEO: HUMN), (Cboe Canada/NEO: HUMN.WT.A) (the "Company" or "Craft Global") announced today the mailing of the management information circular and related meeting materials (collectively, the "Meeting Materials") for the annual general meeting of shareholders and special meeting of securityholders (the "Meeting") to be held in connection with the proposed transaction (the "Arrangement") pursuant to which the Company will combine with Nano Cures International, Inc. ("Nano") by plan of arrangement.

"We are very pleased to provide this update to our securityholders on the progress of the Arrangement with Nano in preparation for the upcoming meeting of securityholders," commented Robert Aranda, Chief Executive Officer of the Company. "We invite all securityholders to visit the online web link as identified and included in the Odyssey Trust Company Shareholder email/mailing distribution, where the Meeting Materials may be accessed. We urge all securityholders of record to vote in favor of the Arrangement."

On November 7, 2023, the Company obtained an interim order (the "Interim Order") from the Supreme Court of British Columbia (the "Court") authorizing the holding of the Meeting and matters relating to the conduct of the Meeting. At the Meeting, securityholders of CRAFT will be asked, among other things, to pass a special resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Plan of Arrangement") involving the Company and Nano which gives effect to the Arrangement. The Arrangement will be carried out pursuant to the terms of an arrangement agreement dated as of September 27, 2023 between the Company and Nano (the "Arrangement Agreement") and the terms of the Plan of Arrangement.

The Meeting Materials contain important information regarding the Arrangement, how securityholders can participate and vote at the Meeting, the background that led to the Arrangement and the reasons for the unanimous determinations of the special committee of directors of the Company (the "Special Committee"), as well as the board of  directors of the Company (the "Board"), that the Arrangement is in the best interests of the Company and is fair, from a financial point of view, to shareholders. Securityholders should carefully review all of the Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of securityholders thereunder. The Meeting Materials have been filed by the Company on SEDAR+ and are also available under the Company's profile at www.sedarplus.ca.

The mailing for the Meeting was delayed by 5 days.  In order to provide securityholders with sufficient notice to consider the information in the Meeting Materials, including without limitation, for shareholders to consider their rights of dissent under the Arrangement, the Company intends to adjourn the Meeting scheduled for December 7, 2023 until December 12, 2023.

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 final approval of the Court and certain regulatory approvals, all as more particular described in the Meeting Materials, the Arrangement is expected to close in December 2023.

As disclosed in the Meeting Materials, Craft expected to supplement the Meeting Materials with the pro forma financial statements of Nano, as at September 30, 2023, assuming completion of the Arrangement (the "Supplement").  The Supplement is now available and is summarized as follows:

 

The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Arrangement will differ from the pro forma information presented above. No attempt has been made to calculate or estimate potential synergies between the Company and Nano. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of the Company and the accompanying notes included in the Supplement.

The form of proxy sent with the Meeting Materials remains valid for use at the Meeting, and no new form of proxy will be provided with the Supplement.

The Meeting Materials, including the Supplement, provide important information on the business of the Meeting, as well as related maters such a voting procedures and how to attend the Meeting.  Securityholders are urged to read the Meeting Materials, including the Supplement, carefully and in their entirety. The Meeting Materials, including the Supplement, are available via the online web link as identified and included in the Odyssey Trust Company Shareholder email/mailing distribution, where the Meeting Materials may be accessed and under the Company's profile at www.sedarplus.ca.

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.

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 Arrangement, satisfaction or waiver of conditions precedent to the Arrangement 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 / 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.

News published on 22 november 2023 at 13:12 and distributed by: