ALBUQUERQUE, N.M., Aug. 1, 2024 /CNW/ - CRAFT 1861 Global Holdings Inc. (the "Company" or "Craft") announces that the Ontario Securities Commission (the "OSC"), as the Company's principal regulator, has issued a partial revocation order (the "Partial Revocation") of the cease trade order issued by the OSC to the Company on April 8, 2024 (the "Cease Trade Order"), to permit the Company to close its previously announced plan of arrangement (the "Arrangement") with Nano Cures International, Inc. ("Nano") pursuant to the terms of an arrangement agreement, among, inter alia, Nano and Craft dated September 23, 2023 (the "Arrangement Agreement"), as such may be supplemented and amended thereto.

The Cease Trade Order was issued against the Company for failure to file its audited annual financial statements for the year ended December 31, 2023, its management's discussion and analysis for the year ended December 31, 2023, the annual information form for the year ended December 31, 2023, and the required CEO and CFO certifications of the annual filings for the year ended December 31, 2023, by the applicable filing deadline.

In connection with the granting of the Partial Revocation, the Company intends to proceed to close the Arrangement whereby Nano will acquire all of the issued and outstanding subordinate-voting shares of Craft (the "Craft Shares") for consideration to the holders of the Craft Shares comprising of a combination of a cash payment and common stock of Nano (the "Nano Shares"). In addition, pursuant to the Arrangement Agreement, all issued and outstanding warrants to purchase Craft Shares (the "Craft Warrants") will be exchanged on a one-for-one basis for replacement warrants to acquire Nano Shares on substantially the same terms as the Craft Warrants. Upon completion of the Arrangement, Craft will become a wholly-owned subsidiary of Nano.

Upon completion of the Arrangement, Nano does not intend to apply to list the Nano Shares on a Canadian stock exchange and intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and terminate its public reporting obligations in Canada.

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 issued in connection with the Arrangement will be issued in reliance upon section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable state registration requirements. The Nano warrants issued in exchange for the Craft Warrants may not be exercised within the United States, or for the account or benefit of a U.S. person or a person in the United States, absent exemptions from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

Forward-Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements related: (i) to the completion of the Arrangement and the resulting exchange of Craft Shares and Craft Warrants as contemplated by the Arrangement Agreement and (ii) the intention of Nano not to list the Nano Shares on a Canadian stock exchange and to apply to cease being a reporting issuer. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include completion of the Arrangement in accordance with the terms and conditions of the Arrangement Agreement, receipt of all regulatory approvals as it relates to the Arrangement, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

No securities exchange accepts responsibility for the adequacy or accuracy of this news release.

SOURCE CRAFT 1861 Global Holdings Inc.