TORONTO, ON and VANCOUVER, BC / ACCESSWIRE / March 25, 2022 / Franchise Global Health Inc. (formerly capital pool company Mercury Acquisitions Corp.) ("Franchise Global", the "Company" or the "Resulting Issuer") (TSXV:FGH, formerly traded as MERC.P) is pleased to announce that it has completed its previously announced business combination (the "Qualifying Transaction") with Franchise Cannabis Corp. ("Franchise"), resulting in a reverse take-over of the Company, which transaction constituted the Company's "Qualifying Transaction" (within the meaning of Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).
Prior to the completion of the Qualifying Transaction, the Company effected a consolidation (the "Consolidation") of its outstanding common shares (the "Common Shares") on the basis of one (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares, and changed its name from "Mercury Acquisitions Corp." to "Franchise Global Health Inc.".
The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to which, among other things: (a) Franchise amalgamated (the "Amalgamation") with 2868303 Ontario Inc. (a wholly‑owned subsidiary of the Company incorporated for the purpose of the Amalgamation), pursuant to the provisions of the Business Corporations Act (Ontario); and (b) the holders of common shares of Franchise (each, a "Franchise Share") outstanding immediately prior to the Amalgamation received, for each such Franchise Share, one post‑Consolidation Common Share, on a one-for-one basis.
In connection with the completion of the Qualifying Transaction, the Common Shares will be listed on the Exchange under the ticker symbol "FGH" with CUSIP 35180D109 and ISIN CA35180D1096. It is anticipated that trading in the Common Shares under the new ticker symbol will commence on or about March 29, 2022.
Immediately following the completion of the Qualifying Transaction, Hani Zabaneh resigned from his position as a director and officer of the Company and the following individuals were appointed as the officers and directors of Franchise Global:
|Clifford Starke||Chief Executive Officer, Secretary, Director and Promoter|
|Edward Woo||President and Chief Operating Officer|
|Dany Vaiman||Chief Financial Officer|
|Nasir Bhatti||Co-Head of Europe|
|Jan Anderson||Co-Head of Europe|
|The Hon. Larry Smith||Director|
No fractional Common Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-Consolidation Common Shares was otherwise entitled to a fraction of a post-Consolidation Common Share, the number of post-Consolidation Common Shares issuable to such holder was rounded down to the nearest whole number, if such fraction was less than 0.5 of a post-Consolidation Common Share, and rounded up to the nearest whole number, if such fraction was equal to or greater than 0.5 of a post-Consolidation Common Share.
Immediately following completion of the Qualifying Transaction, there are a total of 134,563,674 Common Shares outstanding of the Resulting Issuer, of which 128,289,230 Common Shares, representing approximately 95.3% of such total outstanding, are held by the former shareholders of Franchise. An aggregate of 29,346,581 Common Shares will be subject to value escrow and seed share resale restrictions pursuant to Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions.
The Resulting Issuer will pay a commission to Tri Volta Investments Inc., for financial advisory services provided in connection with the Qualifying Transaction, equal to $100,000 in cash and has concurrently issued at the completion of the Qualifying Transaction a total of 1,274,444 Common Shares at a deemed price per share of $1.80. The Common Shares issuable to Tri Volta Investments Inc. are subject to a statutory hold period of four months and a day from the date of issue.
For further information regarding the Qualifying Transaction and the Resulting Issuer, please see the filing statement of the Company dated as at March 9, 2022, which is available on the Company's SEDAR profile at www.sedar.com.
Information for Shareholders
Franchise Global's transfer agent, TSX Trust Company, will be mailing Direct Registration System Advices ("DRS Advices") (other than for those that are required to be in certificated form) in respect of shares of Franchise Global issued to the former shareholders of Franchise. Shareholders wishing to receive a physical share certificate or who have questions about the DRS Advice should contact TSX Trust for further information, using the contact details listed on such DRS Advice.
About Franchise Global
Franchise Global, 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 Global'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 additional information please contact:
Franchise Global Health Inc.
Clifford Starke, Chief Executive Officer and Director. Tel: 416-727-4554
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, including in the United States. The securities described 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 within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws, including without limitation statements regarding the business of Franchise Global and the timing of the expected commencement of trading in Common Shares. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the foregoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on management's current expectations, estimates, beliefs and/or opinions and is based on information currently available to them (including information obtained from third party industry analysts and other third-party sources) and on assumptions they believe not to be unreasonable in light of all of the circumstances. By its nature, forward-looking information is subject to both known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Accordingly, readers are cautioned to not place undue reliance on forward-looking information. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement, and the Company undertakes no obligation, and does not intend, to update any forward-looking information contained in this news release, whether as a result of new information, future developments, or otherwise, except as otherwise required by applicable law.
SOURCE: Franchise Global Health Inc.