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VANCOUVER, BC / ACCESSWIRE / January 27, 2022 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") with Final Bell Canada Inc. ("FB Canada") and the shareholders of FB Canada, to acquire all of the issued and outstanding shares in the capital of FB Canada for a purchase price of $10,000,000 (the "Purchase Price").
The Purchase Price is payable in (a) cash, or (b) 50% in cash and 50% in subordinate voting shares of the Company (the "Shares"), subject to the approval by the Company's shareholders of the reclassification of the Company's common shares into Shares and conditional approval of the Shares for listing on the Canadian Securities Exchange (the "CSE"). The number of Shares issuable to fund the Purchase Price on closing, if any, shall be calculated utilizing the share issue price of a concurrent capital raise (the "Capital Raise") in connection with the previously announced business combination of the Company and Final Bell Holdings, Inc. ("Final Bell").
The acquisition of FB Canada is designed to expand the operations of the proposed combined entity into Canada, including through the integration of FB Canada's 25,000 sqft manufacturing facility in Ontario to bring leading cannabis brands from California into the Canadian market. FB Canada has replicated the master manufacturing capabilities and expertise of Final Bell, and holds requisite Health Canada approvals to operate as a Licensed Producer in Canada.
Other than as described above, the transactions under the Agreement are subject to customary conditions, including, among other things, the shareholders of FB Canada entering to lock-up agreements in respect of any Shares issuable pursuant to the Purchase Price as may be established in connection with the Capital Raise.
Further details of the Agreement and the business and operations of FB Canada will be included in a listing statement to be prepared and filed with the Canadian Securities Exchange by the Company. Closing of the transaction is currently expected to occur in the first half of 2022.
About Final Bell Holdings International Ltd.
The Company's shares were voluntarily delisted from the NEX Board of the TSX-V on April 30, 2021. Prior to entering into the investment agreement announced in the Company's news release dated May 11, 2021, the Company was inactive and seeking to acquire or otherwise transact with a new business or company. On October 14, 2021, the Company announced that it had entered into a share exchange agreement with Final Bell and the shareholders of Final Bell in connection with a proposed business combination between the Company and Final Bell. Please see the Company's October 14, 2021 press release for further information.