Vancouver, British Columbia--(Newsfile Corp. - December 23, 2022) - Franchise Global Health Inc. (TSXV: FGH) ("Franchise Global" or the "Company"), a multi-national operator in the medical cannabis and pharmaceutical industry with principal operations in Germany, is pleased to announce that the Company and Flora Growth Corp. (NASDAQ: FLGC) ("Flora") have completed the previously announced acquisition of the Company by Flora by way of a plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "Plan of Arrangement", and the transactions contemplated thereby referred to as the "Arrangement"), effective at 12:01 a.m. (Vancouver time) on December 23, 2022.
The Arrangement and Plan of Arrangement were approved at a special meeting of shareholders of the Company held on December 13, 2022 (the "Meeting") and by a final order of the Supreme Court of British Columbia made on December 16, 2022.
Pursuant to the Plan of Arrangement, the former holders of common shares of the Company (the "Franchise Shares") received, for each Franchise Share held, approximately 0.29102 of a Flora common share (the "Flora Shares"), based on the exchange ratio determined in accordance with the Plan of Arrangement. The Flora Shares trade on The Nasdaq Capital Market under the symbol "FLGC". In accordance with the Plan of Arrangement, all Flora Shares issued to former holders of Franchise Shares are subject to restrictions on transfer for a period of 90-days following the completion of the Arrangement.
It is expected that the Franchise Shares will be delisted from the TSX Venture Exchange on or about December 28, 2022. The Company intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
As contemplated in the Arrangement Agreement, immediately prior to and conditional upon completion of the Arrangement, the Company assigned certain non-material assets to a director and officer of the Company (who also assumed all obligations thereunder) and settled outstanding debts and liabilities owing to certain directors, officers and consultants (and obtained releases from them) in consideration of the issuance of an aggregate of 12,249,999 common shares and 2,750,001 restricted share units of the Company (resulting in a total of 149,563,674 Franchise Shares being exchanged for an aggregate of 43,525,951 Flora Shares being issued to the former holders of Franchise Shares pursuant to the Plan of Arrangement). The issuance of Franchise Shares to directors and officers in settlement of outstanding debt was exempt from the "formal valuation" and "minority approval" requirements per sections 5.5(b) and 5.7(1)(a), respectively, of Multilateral Instrument 61-101.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting, which were mailed to holders of Franchise Shares and filed under the Company's SEDAR profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Former holders of Franchise Shares are required to submit their share certificates or direct registration system (DRS) advices evidencing Franchise Shares, as well as duly completed letters of transmittal (which were mailed to former holders of Franchise Shares in connection with the Meeting), to TSX Trust Company, as depositary under the Arrangement, and follow the instructions provided in such letter of transmittal, in order to obtain the Flora Shares issued pursuant to the Arrangement.
About Franchise Global Health Inc.
Franchise Global Health Inc., through its subsidiaries, is a multi-national operator in the medical cannabis and pharmaceutical industries, with principal operations in Germany and with operations, assets, strategic partnerships and investments internationally. The Company's business objective is to develop a fully-integrated, leading European medical cannabis business, with the goal of providing high-quality pharmaceutical grade medical cannabis to distribution partners and, ultimately, to patients, at competitive prices. For more information, please visit www.franchiseglobalhealth.com or visit the Company's SEDAR profile at www.sedar.com.
About Flora Growth Corp.
Flora is building a connected, design-led collective of plant-based wellness and lifestyle brands, designed to deliver the most compelling customer experiences in the world, one community at a time. As the operator of one of the largest outdoor cannabis cultivation facilities, Flora leverages natural, cost-effective cultivation practices to supply cannabis derivatives to its commercial, house of brands, and life sciences divisions. Visit www.floragrowth.com or follow @floragrowthcorp on social media for more information.
Cautionary Statement Concerning Forward-Looking Information
This press release contains "forward-looking information" as defined by Canadian securities laws. Forward-looking information reflect the Company's current expectations and projections about future events at the time, and thus involve uncertainty and risk. Forward-looking information is often, but not always identified by the use of words such as "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward looking information, and include statements in this press release concerning the expected timing by which Franchise Global will be de-listed from the TSX-V and the intention to apply to have Franchise Global cease being a reporting issuer and terminate its public reporting obligations. The statements including forward-looking information in this press release reflect management of the Company's good faith beliefs, are made as of the date it was issued. Statements containing forward-looking information in this press release are not guarantees of future results and subject to various known and unknown risks and uncertainties that may cause actual results to differ materially from those indicated in statements containing forward-looking information, including those risks and uncertainties discussed or referred to in the management information circular of the Company mailed in connection with the Meeting and the Company's other disclosure documents filed with applicable securities regulatory authorities in Canada, which are available on the Company's SEDAR profile at www.sedar.com. You should not place undue reliance on any forward-looking information contained herein, which are based only on information currently available to the Company. The Company disclaims any obligation to publicly update or revise any forward-looking information contained herein to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law.
For further information, please contact:
Franchise Global Health Inc.
Clifford Starke, CEO and Executive Chairman
Telephone: (778) 847-1880
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