Nano Cures International, Inc. entered into a binding letter of intent to acquire CRAFT 1861 Global Holdings Inc. (OTCPK:BGPP.F) for $2.2 billion on July 20, 2023. Nano Cures Inc. entered into a definitive arrangement agreement to acquire CRAFT 1861 Global Holdings Inc. for $1.8 billion on September 27, 2023. 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 (i) aggregate cash consideration of $474,040,780; (ii) equity securities representing 25% of issued and outstanding shares of the combined entity (New Nano), with a total deemed value of approximately $1,724,040,780. As per merger agreement, Nano 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") equaling a total of $1,849,040,480 consisting of: (i) aggregate cash consideration of $474,040,780 and (ii) equity securities representing 25% of issued and outstanding shares of New Nano, with an aggregate deemed value of approximately $1,375,000,000. Upon closing of the Transaction, the total enterprise value of New Nano is required to be not less than $5,000,000,000. Following closing of the Transaction, New Nano will continue to operate the business of Craft Global and intends to rename itself "Nano Cures 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. Nano or CRAFT would be required to pay a termination fee to other party in amount of $17.2 million in case of termination of the transaction under certain specified circumstances.

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 (including that of the Exchange). The transaction is also subject to grant of interim order and final order, consummation of Nano private placement, listing of Nano shares to be issued as consideration and Dissent Rights have not been validly exercised with respect to greater than 10.0% of the issued and outstanding CRAFT Shares. 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. The board of directors of both Craft Global and Nano have unanimously approved the transaction and the Craft Global board of directors unanimously recommend that Craft Global shareholders vote in favor of the Transaction. As of December 15, 2023, CRAFT 1861 Global obtained the final order from the Supreme Court of British Columbia approving the transaction. Completion of the Transaction is currently expected to occur in December 2023. As of January 2, 2024, completion of the transaction is now currently expected to occur on Friday January 5, 2024. As of January 8, 2024, the transaciton is expected to close on January 31, 2024., As of February 2, 2024 CRAFT 1861 Global Holdings Inc. and Nano Cures International, Inc. ("Nano"), announce that they have mutually agreed, as per the Arrangement agreement to extend the Completion of transaction is now currently expected to occur on the absolute earliest possible date to meet the requirements of the transaction. As of March 27, 2024, majority of Craft Global Shareholders have agreed to the Transaction. Completion of the Arrangement is governed by and subject to standard Regulatory & Compliance of Abu Dhabi and the United Arab Emirates.

James Munro of McMillan LLP is acting as legal counsel to Craft Global. Morris F. DeFeo, Tara Guarneri-Ferrara, Joel Wagman and Louis Tuchman of Herrick, Feinstein LLP is acting as legal counsel to Nano. Odyssey Trust Company is the depository for shares of CRAFT. Echelon Wealth Partners Inc. is acting as financial advisor and fairness opinion provider to CRAFT.