ALBUQUERQUE, N.M., July 20, 2023 /CNW/ - CRAFT 1861 Global Holdings Inc. (NEO: HUMN) (NEO: HUMN.WT.A) (the "Company" or "Craft Global") and Nanocures International, Inc. ("Nano"), are pleased to announce that they have entered into a binding letter of intent (the "Letter of Intent") which sets out the principal terms upon which it is proposed that Craft Global and Nano will combine (the "Transaction"). It is anticipated that the Transaction will constitute a reverse take-over transaction under the policies of the Neo Exchange Inc., operating as Cboe Canada (the "Exchange").

All currency references used in this news release are in U.S. currency unless otherwise indicated.

Transaction Highlights
  • Nano, an arm's length party to Craft, will acquire all of the issued and outstanding shares of Craft Global in exchange for aggregate cash and equity securities of the combined entity ("New Nano") of $1,724,040,780.
  • Upon closing of the Transaction, the total enterprise value of New Nano is required to be not less than $5,000,000,000.
Summary of the Transaction

Pursuant to the Letter of Intent, it is anticipated that the Transaction will be structured between Craft Global and Nano, whereby, among other things, Nano will acquire all of the issued and outstanding shares for (i) aggregate cash consideration of $474,040,780; (ii) equity securities representing 25% of issued and outstanding shares of New Nano, with a total deemed value of approximately $1,724,040,780.

Following closing of the Transaction, New Nano will continue to operate the business of Craft Global and intends to rename itself "Nanocures International, Inc." It is anticipated that following completion of the Transaction, New Nano will be a reporting issuer under Canadian securities laws and will have its shares listed for trading on the Exchange under the current symbols "HUMN" and "HUMN.WT", respectively. Completion of the Transaction is currently expected to occur as soon as feasibly possible and will be further announced as the transaction advances.

The Transaction remains subject to completion of satisfactory due diligence by the parties, the negotiation of a definitive agreement, the satisfaction or waiver of certain customary conditions, including, among other things, receipt of all required third party consents, shareholder approvals, regulatory approvals (including that of the Exchange). The Exchange has not yet approved the Transaction, and there can be no assurance that it will.

The board of directors of each of Nano and Craft Global have approved the Letter of Intent and determined that the Transaction is in the best interests of their respective shareholders and companies.

About Nano

Nanocures International, Inc. is a US-based company focused on transforming the development and delivery of cures to major health conditions and diseases.  The company is developing multiple technology platforms including one initially focused on Insulin Signaling, in conjunction with pharma and biotech partners, that targets insulin resistance. Insulin resistance is the root cause of diabetes Type 2, obesity and many other related diseases. Another platform component aims to democratize cure development by providing resources, data and tools for partnering institutions and individual drug and cure developers to lower the barriers to entry and spur new cure innovation. Nano's vision is to change the game of curing by targeting the root cause of disease – instead of just treating sickness when it happens, to reduce the cost and time required to introduce new cures, and to align the nations of the world behind its mission to reverse the increasing burden of healthcare that afflicts our societies today. Additional information about Nano can be found at its website: https://www.nanocures.com.

This news release is not an offer of securities for sale in the United States, and the securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933.

Non-IFRS Measures

This news release contains a reference to "total enterprise value" which does not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and accordingly are unlikely to be comparable to similar measures presented by other IFRS issuers. Total enterprise value is a non-IFRS measure which is calculated by aggregating the market value of all of the New Nano's shares at closing, adding total debt and subtracting cash and cash equivalents. Management believe that total enterprise value provides useful information to investors to assess the overall market value of New Nano and as an input to calculate financial ratios.

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 structure of the Transaction, the terms, conditions and completion of the Transaction, satisfaction or waiver of conditions precedent to the Transaction, listing of New Nano shares on the Exchange.

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 labour; 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; loss of foreign private issuer status; limitations on certain remedies; global financial conditions; impairment of goodwill and intangible assets; Craft Global / New Nano ability 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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