TORONTO, March 10, 2022 – Mercury Acquisitions Corp. (TSXV: MERC:P) (“Mercury” or the “Corporation”) is pleased to announce that, further to its news release of December 6, 2021 regarding the receipt of conditional acceptance from the TSX Venture Exchange (the “Exchange”) in respect of its previously announced Qualifying Transaction (as defined in Exchange Policy 2.4 - Capital Pool Companies) (the “Qualifying Transaction”) with Franchise Cannabis Corp. (“Franchise”), the Corporation has filed a filing statement dated March 9, 2022 prepared in connection with the Qualifying Transaction (the “Filing Statement”) on Mercury’s SEDAR profile at www.sedar.com. The Filing Statement provides detailed information with respect to the Corporation, Franchise and the Qualifying Transaction.
The Qualifying Transaction will be completed by way of a “three-cornered” amalgamation between Franchise and a wholly-owned subsidiary of Mercury, that will result in the reverse takeover of Mercury by the shareholders of Franchise. Completion of the Transaction remains subject to the satisfaction or waiver, as applicable, of closing conditions, including the completion of a ten for one (10:1) share consolidation by Mercury and a name change of Mercury to “Franchise Global Health Inc.” The Qualifying Transaction is expected to close on or about March 22, 2022.
Trading in Mercury’s common shares will remain halted until all of the above, including the share consolidation and name change contemplated as part of the Qualifying Transaction, have been completed and the Corporation has received the Exchange’s final acceptance of the Qualifying Transaction. Thereafter, the post-consolidation shares of the Corporation are expected to resume trading on the Exchange under the symbol “FGH”, with the Corporation then listed as a Tier 1 issuer on the Exchange.
Franchise was incorporated on April 25, 2018 under the Business Corporations Act (Ontario). Franchise, 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. Franchise’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.
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable securities laws including statements regarding the timing of the expected completion of the proposed Qualifying Transaction, as well as information relating to Franchise. The information about Franchise contained in the press release has not been independently verified by Mercury. Although Mercury believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Mercury can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction; that the ultimate terms of the Qualifying Transaction will differ from those that currently are contemplated; and that the Qualifying Transaction will not be successfully completed for any reason. The statements in this press release are made as of the date of this release. Mercury undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Mercury, Franchise, their securities, or their respective financial or operating results (as applicable). Mercury assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.