ALBUQUERQUE, NM, Dec. 6, 2023 /CNW/ – CRAFT 1861 Global Holdings Inc. (Cboe Canada/NEO: HUMN, HUMN.WT.A) (the “Company” or “Craft Global“) announced today that, it has scheduled the hearing of the final order (the “Final Order“) to take place on December 14, 2023 at approximately 9:45 a.m. (Vancouver time) at the Supreme Court of British Columbia (the “Court“) in which Craft Global, assuming the approval of the Arrangement Resolution (as defined herein), will seek the Final Order to implement the proposed transaction (the “Arrangement“) pursuant to which the Company will combine with Nano Cures International, Inc. (“Nano“) by plan of arrangement.
Further to the Company’s news release issued on November 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, (collectively, the “Meeting Materials“) for its upcoming annual general meeting of shareholders and special meeting of securityholders (the “Meeting“) to be held in connection with the Arrangement, the Company intends to adjourn the Meeting that was initially scheduled for December 7, 2023 at 10:00 a.m. (Vancouver time) until December 12, 2023 at 10:00 a.m. (Vancouver time).
The adjourned Meeting to be held on December 12, 2023 will still be held at the offices of McMillan LLP located at Royal Centre, 1055 West Georgia St. #1500, Vancouver, British Columbia, V6E 4N7. Securityholders of CRAFT 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 at: https://craft1861global.com/shareholder-docs-AGM-2023/ and have also been filed by the Company on SEDAR+ and are available under the Company’s profile at www.sedarplus.ca.
Voting of the Arrangement
At the Meeting the securityholders of CRAFT will be asked 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 Arrangement Resolution must be approved by: (i) at least 66⅔% of the votes cast by the shareholders of CRAFT present in person or by proxy at the Meeting; and (ii) at least 66⅔% of the votes cast by the securityholders of CRAFT 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 (“MI 61-101“) 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 December 31, 2023.
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 shares of Nano (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 Cboe Canada (“Cboe“), there is no assurance when, or if, the Nano Shares will be listed on the Cboe or on any other stock exchange. Listing will be subject to Nano meeting the listing requirements and other conditions of the Cboe. Listing of the Nano Shares on the Cboe 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 Arrangement, obtaining the Final Order, receiving the necessary approvals for the Arrangement by the securityholders of CRAFT at the Meeting, satisfaction or waiver of conditions precedent to the Arrangement, the listing of the Nano Shares on the Cboe, 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 securityholders of Craft Global and the Final Order from the Court, approval of the Cboe 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 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 Cboe (or another stock exchange) to list the Nano Shares; future outbreaks of infectious diseases; potential future sales of shares; execution of Craft Global / Nano 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.
Cboe Canada does not accept responsibility for the adequacy or accuracy of this news release.
SOURCE CRAFT 1861 Global Holdings Inc.
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