CRAFT 1861 Global And Nanocures International To Merge In A Reverse Take-Over

CRAFT 1861 Global Holdings Inc. HUMN HUMN and Nanocures International, Inc., have entered into a binding letter of intent which sets out the principal terms upon which it is proposed that Craft Global and Nano will combine. 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.

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 $1.7 billion.

• Upon closing of the transaction, the total enterprise value of New Nano is required to be not less than $5 billion.

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 aggregate cash consideration of $474 million; equity securities representing 25% of issued and outstanding shares of New Nano, with a total deemed value of approximately $1.7 billion.

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. 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.

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