Sun, 05 Feb 2023


VANCOUVER, BC / ACCESSWIRE / December 2, 2022 / Final Bell Holdings International Ltd. (the 'Company') is pleased to announce that it has completed its previously announced Share Exchange Agreement ('SEA') with Final Bell Holdings, Inc. ­­­('Final Bell'). Following the closing of the SEA, Final Bell is now a wholly owned subsidiary of the Company, and the Company will carry on the business of Final Bell.

The Company also completed its previously announced acquisitions of 14th Round Inc. ('14R') and Final Bell Canada Inc. ('FB Canada').

With the completion of the three transactions (the 'Business Combination'), the Company will now operate a highly competitive consolidated group of businesses providing end-to-end solutions to leading cannabis brands through integrated product development, manufacturing, and supply chain management. Through 14R, the Company will also operate in the design and technology space, offering industrial design, engineering, manufacturing, branding, and child-resistant packaging solutions for cannabis vaporizers, edibles, and related products. Final Bell represents a new paradigm for the legal cannabis industry on a global scale: the ability to fully outsource production and manufacturing of state-of-the-art hardware, packaging, licensed co-manufacturing, and product commercialization to a single partner.

Jeremy Green, Co-founder of Final Bell and CEO of 14th Round, said, 'We built this company to enable innovation at scale for the cannabis industry and to help leading cannabis brands take products from concept to shelf. This merger allows us to do that more seamlessly than ever across multiple geographies and at the speed this dynamic industry requires, all without sacrificing the quality that our customers demand. Final Bell's model is built for the future of cannabis as brands become more important and the industry more closely resembles traditional consumer packaged goods with centralized and efficient co-manufacturing.'

'Final Bell Canada, though only 15 months into delivering products to the Provincial Boards, has provided an early look into the power of our business model', said Greg Boone, now the CEO of Final Bell Holdings International Ltd. after holding the CEO role at FB Canada since its inception. 'Final Bell's success in Canada as a co-manufacturer and commercialization partner is reflected not only in how quickly we are climbing the LP rankings - specifically in Cannabis 2.0 products - but also in the innovative SKUs launched with our brand partners.'

Transaction Summary

Shareholders of Final Bell and 14R received Class B Proportionate Voting Shares of the Company ('PV Shares') upon closing of the Business Combination, while shareholders of FB Canada were paid a purchase price comprised of cash, non-interest bearing promissory notes and Class A Subordinate Voting Shares of the Company ('SV Shares'). The acquisition of 14R was completed through a statutory merger with a subsidiary of the Company, that the shareholders of 14R approved per applicable Delaware law.

Upon completion of the Business Combination, the total capitalization of the Company, assuming the conversion of the PV Shares, was 256,518,140 SV Shares (subject to any additional post-closing adjustments). Please see the Company's press release dated August 18, 2022, for further information on the acquisitions and future plans.

New Board and Management

As a result of the closing of the Business Combination, the directors and officers of the Company are now:

Greg Boone (Director and Chief Executive Officer)

Justin Germaine (President and Chief Financial Officer)

Jason Deland (Director and Chairman of the Board)

Kay Jessel (Executive Director)

Ron Segev (Director)

The Company wishes to thank Lennox Ong and Jennie Choboter for their service and contributions to the Company to date and wishes them the best of luck in their future endeavors.

Change of Auditor

Effective upon closing of the SEA, MGO LLP (the 'Successor Auditor'), Final Bell's auditor, was appointed as the Company's auditor, replacing Davidson & Company LLP (the 'Former Auditor').

There were no reportable events (as defined in National Instrument 51-102 Continuous Disclosure Obligations) between the Company and the Former Auditor or between the Company and the Successor Auditor. The Former Auditor did not provide a modified opinion in their auditor's report for the Company's financial statements for the two most recently completed fiscal years.

For further information, please contact:
Greg Boone
Chief Executive Officer

Forward-Looking Information

This press release contains certain 'forward looking information' within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as 'plan', 'expect', 'project', 'intend', 'believe', 'anticipate', 'estimate', 'may', 'will', 'would', 'potential', 'proposed' and other similar words, or statements that certain events or conditions 'may' or 'will' occur and in this press release include, but is not limited to, statements respecting business developments relating to the Final Bell Group of companies and expectations surrounding operations and a future stock exchange listing. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the current expectations, beliefs, opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events, results, performance and achievements to differ materially from those projected in the forward-looking information. The Company undertakes no obligation to update forward-looking information if circumstances or management's expectations, beliefs, opinions, estimates or assumptions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

SOURCE: Final Bell Holdings International Ltd.

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