Mercury Acquisitions Corp. Enters Into Amalgamation Agreement With Franchise Cannabis Corp. in Respect of Proposed Qualifying Transaction, With Resulting Issuer to Be Named “Franchise Global Health Inc.”

TORONTO, Oct. 14, 2021 (GLOBE NEWSWIRE) — Mercury Acquisitions Corp. (“Mercury”) (TSXV: MERC.P) is pleased to announce that it has entered into an amalgamation agreement dated October 14, 2021 (the “Amalgamation Agreement”) with Franchise Cannabis Corp. (“Franchise”) and 2868303 Ontario Inc., a wholly-owned subsidiary of Mercury (“Mercury Subco”), pursuant to which Mercury Subco will amalgamate with Franchise (the “Amalgamation”) to complete Mercury’s qualifying transaction (the “Transaction”) in accordance with the policies of the TSX Venture Exchange (the “TSXV”). The Amalgamation is structured as a three-cornered amalgamation and, as a result, the amalgamated corporation (“Amalco”) will be a wholly-owned subsidiary of Mercury at the time of completion of the Amalgamation.

Upon completion of the Amalgamation, it is intended that the corporate name of Mercury will be renamed to “Franchise Global Health Inc.” (the “Resulting Issuer”) and the corporate name of Amalco will be “Franchise Cannabis Corp.” The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals, including approval of the TSXV, as well as the satisfaction of conditions to closing as set out in the Amalgamation Agreement. It is intended that the Resulting Issuer will continue Franchise’s business in the medical cannabis and pharmaceutical industries and be listed on the TSXV as a Tier 2 Industrial Issuer, subject to TSXV approval.

About Franchise and the Phatebo Acquisition

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, including Canada, Denmark, Colombia, St. Vincent and the Grenadines, and Portugal. Franchise’s business objective is to developing 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.

Through its German subsidiary ACA Müller ADAG Pharma Vertriebs (“ACA Müller”), Franchise is an importer, exporter and distributor of prescription drugs and European Good Manufacturing Practices (“EU-GMP”) certified medical cannabis and other prescription pharmaceutical products, with a team of over 25 years’ of experience importing, exporting and distributing prescription drugs throughout Germany.

Franchise has also entered into an agreement to acquire Phatebo GmbH (“Phatebo”), which is focused on wholesale pharmaceutical distribution through import and export capabilities of a wide range of pharmaceutical and medical cannabis products to treat a variety of health indications, including drugs related to cancer therapies, ADHD, multiple sclerosis and anti-depressants, among others. Phatebo conducts its business of distributing pharmaceutical products within 18 countries globally, primarily in Europe, but also with sales to Asia, Latin America, and North America. In connection with the acquisition of Phatebo by Franchise (the “Phatebo Acquisition”), Franchise previously made a cash payment of €3,500,000 and issued an aggregate of 3,846,153 common shares of Franchise (“Franchise Shares”) to the founding shareholders and operator of Phatebo (the “Phatebo Vendors”). The completion of the Phatebo Acquisition is expected to occur in connection with (and is a closing condition in respect of) the Transaction, which will require the payment by Franchise of an additional €4,500,000 in cash to the Phatebo Vendors, on or before November 15, 2021 (unless extended), which is expected to be satisfied with proceeds from the conversion of Franchise Subscription Receipts (as defined below) or other funds available to Franchise. The Phatebo Vendors will join the Resulting Issuer as executive officers with overall responsibility over the Resulting Issuer’s European operations.

The Resulting Issuer’s strategy will be to leverage the strengths of each of ACA Müller and Phatebo’s respective distribution platforms based in Germany, which is currently Europe’s largest cannabis market, to build on its mission of becoming a fully integrated cannabis company and increasing Franchise’s presence and market share in the fast-growing European cannabis market. As a part of this long-term strategy, Franchise has entered into strategic partnerships with licensed cultivators in other favourable jurisdictions, as well as having cultivation capabilities directly in Colombia, which will be leveraged to increase the breadth, volumes and quality levels of the medical cannabis available for supply to the European market.

Pursuant to a strategic agreement with a Canadian licensed producer, Franchise expects to have reserved cultivation capacity in an EU-GMP certified cultivation facility pursuant to which cannabis products may be cultivated and distributed to Franchise’s German subsidiaries for sale in the German and European markets.

In addition to the core medical cannabis and pharmaceutical distribution business based in Germany, management of franchise believes it has a world-class cannabis genetics portfolio which is legally held in Denmark through Franchise’s Danish subsidiary Rangers Pharmaceuticals A/S (“Rangers”). Rangers is licensed to store, sell and export cannabis seeds to other European countries and globally under legal international trade frameworks and import/export permits. Franchise’s intellectual property, trade secrets and know-how related to cannabis breeding and genetics is held pursuant to a perpetual, exclusive, sub-licensable licence granted by Hampstead Private Capital Ltd., a company owned and controlled by Clifford Starke (the CEO and director of Franchise and a director and executive officer of Mercury), which has retained a 3.5% royalty in respect of gross revenues from seed sales and related products.

Franchise’s indirect, wholly-owned Colombian subsidiary is licensed to grow CBD and THC cannabis as well as extract and export cannabis extracts in Colombia, with 41 strains from Franchise’s genetics portfolio registered with the Colombian Ministry of Agriculture, which is expected to allow the Resulting Issuer to commercially cultivate these strains or license them to other cultivators, subject to applicable local regulatory approvals.

Summary of Financial Information for Franchise and Phatebo

The following table sets forth selected unaudited financial information for Franchise as of and for the three months ended June 30, 2021. The financial information has been prepared in accordance with International Financial Reporting Standards.

The following table sets forth selected unaudited financial information for Phatebo as of and for the three months ended June 30, 2021. The financial information has been prepared in accordance with International Financial Reporting Standards.

Franchise Financing

Franchise completed a non-brokered private placement (the “Franchise Financing”) comprised of a combination of subscription receipts (the “Franchise Subscription Receipts”) and Franchise Shares, in each case at a price per security of $1.80, resulting in the issuance of an aggregate of 6,274,207 Franchise Subscription Receipts and 1,522,791 Franchise Shares, for aggregate gross proceeds raised to date of $14,034,596, of which $11,293,573 raised pursuant to the sale of Franchise Subscription Receipts has been placed in escrow with TSX Trust Company, as subscription receipt agent (the “Escrow Agent”), pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”), pending satisfaction of customary conditions precedent to the release in connection with the Transaction.

Pursuant to the terms of the Subscription Receipt Agreement with the Escrow Agent, if the escrow release conditions are not satisfied on or before the escrow release deadline (unless extended in accordance with the terms of the Subscription Receipt Agreement), the Escrow Agent will return the proceeds from the Franchise Financing plus accrued interest to the holders of the Subscription Receipts and the Franchise Subscription Receipts will be cancelled without any further action. Upon the satisfaction of the escrow release conditions, each Franchise Subscription Receipt will be automatically exchanged, without payment of any additional consideration, for one Franchise Share, and the net proceeds of the Franchise Financing relating to the Franchise Subscription Receipts will be released to Franchise.

Franchise does not expect to issue any additional Franchise Subscription Receipts but may, in advance of closing of the Transaction (the “Closing”), issue up to 6,749,657 additional Franchise Shares in one or more tranches prior to Closing, on the same terms and conditions as previous tranches completed in the Franchise Financing.

No finder’s fee or commission has been paid or is payable in connection with the Franchise Financing.

Principal Purposes of Funds

The funds to be available to the Resulting Issuer upon Closing are expected to be approximately $24,025,489, which includes the net proceeds of the Franchise Financing (assuming no further issuances of Franchise Shares) and existing cash on hand of both Franchise and Mercury. These funds are anticipated to be used by the Resulting Issuer principally as follows:

Notes:

No deposits, advances or loans have been made or are to be made in connection with the Transaction.

About the Transaction

The Transaction will be carried out pursuant to the terms of the Amalgamation Agreement, a copy of which is, or shortly will be, filed on Mercury’s SEDAR profile at www.sedar.com. The below description of the terms of the Transaction and the Amalgamation Agreement is qualified in its entirety by reference to the full text of the Amalgamation Agreement.

The Transaction itself is not subject to Mercury shareholder approval. On September 20, 2021, Mercury held a special meeting of its shareholders (the “Mercury Meeting”), called for the purpose of approving certain matters ancillary to the Transaction, effective upon the Closing, as follows: (i) to fix the number of directors of the Resulting Issuer at five; (ii) electing each of Clifford Starke, Larry W. Smith, Peter Simeon, Jakub Malczewski, and Farhan Lalani as the directors of the Resulting Issuer; (iii) to appoint MNP LLP, the current auditors of Franchise, as the auditors of the Resulting Issuer; (iv) to approve and adopt the Resulting Issuer’s stock option plan (the “Resulting Issuer Stock Option Plan”) and share unit plan; (v) to approve and authorize Mercury to carry out a pre-Closing consolidation of its issued and outstanding common shares within an approved range, which has been fixed under the Amalgamation Agreement at ten (10) pre-consolidation shares for every one (1) post-consolidation share (the “Mercury Consolidation”); and (vi) to approve the changing of the name of the Resulting Issuer to “Franchise Global Health Inc.” (the “Name Change”) All of the matters considered by Mercury shareholders at the Mercury Meeting were duly approved, and details regarding the Meeting were reported by Mercury by way of a news release disseminated on September 21, 2021 and which is available on Mercury’s SEDAR profile at www.sedar.com.

Accordingly, upon completion of the Mercury Consolidation, it is anticipated that the 50,000,000 currently issued and outstanding Mercury Shares will be consolidated into 5,000,000 post-Mercury Consolidation Mercury Shares.

Under the terms of the Amalgamation Agreement, at the time of Closing (and following the Mercury Consolidation), among other things:

1. each issued and outstanding Franchise Share (other than shares held by holders that have validly exercised their dissent rights), including Franchise Shares issued in exchange for the Franchise Subscription Receipts, will be cancelled the holders thereof will receive in exchange therefor one fully paid and non-assessable common share of the Resulting Issuer (a “Resulting Issuer Share”);
2. each issued and outstanding common share of Mercury Subco will be cancelled the holders thereof will receive, in exchange therefor, one fully-paid and non-assessable common share of Amalco; and
3. subject to receipt of all required regulatory approvals, each outstanding option to purchase Franchise Shares (of which 1,667,181 are outstanding as at the date hereof) (a “Franchise Option”) will be cancelled and its holder will receive in exchange therefor one option to purchase a Resulting Issuer Share (a “Resulting Issuer Option”), which Resulting Issuer Option will be governed by the terms and conditions of the Resulting Issuer Stock Option Plan.

In connection with the Transaction (and assuming no further Franchise Shares are issued after the date hereof), it is expected that 128,250,343 Resulting Issuer Shares will be issued to holders of Franchise Shares (including holders who receive Franchise Shares in exchange for Franchise Subscription Receipts). Immediately after Closing, on a non-diluted basis and after giving effect to the Consolidation (and assuming no further Franchise Shares are issued after the date hereof), it is expected that the former holders of Mercury Shares will own approximately 3.75% of the outstanding Resulting Issuer Shares and the former holders of Franchise Shares will own approximately 96.25% of the outstanding Resulting Issuer Shares.

Completion of the Transaction is subject to the satisfaction of certain closing conditions as set out in the Amalgamation Agreement, including implementation of the Mercury Consolidation, completion of the Phatebo Acquisition, conversion of the Franchise Subscription Receipts into Franchise Shares (and release of funds therefor to Franchise) and receipt of all applicable shareholder and TSXV approvals.

Clifford Starke, who holds positions as Mercury’s chief executive officer, chief financial officer, corporate secretary and director, also holds positions as Franchise’s chief executive officer, chairman, and director. He is the only principal shareholder of Franchise, holding approximately 19.25% of the outstanding Franchise Shares, on a fully-diluted basis. He is also a proposed director and officer of the Resulting Issuer, and will, upon completion of the Transaction (and assuming no further Franchise Shares are issued after the date hereof), own approximately 23,348,693 Resulting Issuer Shares and Resulting Issuer Options to purchase up to an additional 1,104,965 Resulting Issuer Shares, representing approximately 17.52% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis (approximately 18.03% on a fully-diluted basis).

Farhan Lalani, a director and officer of Franchise and a proposed director and officer of the Resulting Issuer, will, upon completion of the Transaction, own approximately 550,000 Resulting Issuer Shares and Resulting Issuer Options to purchase an additional 242,240 Resulting Issuer Shares representing approximately 0.41% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis (approximately 0.58% on a fully-diluted basis).

The only other insiders of the Resulting Issuer will be its directors and senior officers, who are described below.

Clifford Starke and Peter Simeon, directors of Mercury, are each shareholders of Franchise, holding 22,948,693 Franchise Shares (representing approximately 18.81% of the issued and outstanding Franchise Shares), and 83,333 Franchise Shares (representing approximately 0.068% of the outstanding Franchise Shares), respectively. Clifford Starke, Peter Simeon and Hani Zabaneh hold approximately 8.0%, 2.0% and 0.8%, respectively, of the outstanding Mercury Shares.

Sponsorship

Sponsorship for the Transaction is generally required by Policy 2.4 – Capital Pool Companies of the TSXV unless an exemption or waiver from the sponsorship requirement is granted to Mercury by the TSXV. Mercury has applied to the TSXV for a waiver from the sponsorship requirement.

Not a Non-Arm’s Length Transaction

The Transaction is not a non-arm’s length transaction in accordance with the policies of the TSXV and is not subject to Mercury shareholder approval.

Finder’s Fees or Commission

No finder’s fees or commissions were paid or are payable by Mercury or Franchise in connection with the Transaction other than a payment to Tri Volta Investments Inc., a company owned and controlled by Nathan Shantz, a financial advisor that has provided Franchise with support and advice in connection with the Transaction, to which an advisory fee amounting to 1% of the value of the Transaction will become payable on Closing.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer in the position(s) identified next to each person’s name.

Clifford Starke, Chief Executive Officer, Director

Mr. Clifford Starke is the Chairman of Hampstead Private Capital Ltd., a Bermuda based merchant bank specialized in transactions involving small to mid-cap, high growth companies, in various sectors and primarily focused in the medical cannabis industry. Mr. Starke has over 15 years of investing and public markets experience and over the last 7 years he has acted as a financier, investor and operator of cannabis companies. Mr. Starke holds a Bachelor of Arts Degree in History from Queen’s University.

Steven Thomas, Chief Financial Officer

Steven Thomas is an experienced finance professional with varied international placements across a mix of large, private and public companies. Mr. Thomas has a track record of building corporate reputation, increasing turnover and profitability through improved business practices, and developing highly motivated teams. Mr. Thomas was formerly the VP Controller of Goldcorp Inc. and with that role was appointed Director of Orla Mining Ltd. Prior to that, Mr. Thomas acted as CFO for the Canadian operations of Goldcorp. Previous to that, Mr. Thomas was the CFO of De Beers Canada Inc. Most recently Mr. Thomas was the Chief Financial Officer of Torex Gold Resources Inc. Mr. Thomas has a Joint Honors Degree in Accountancy and Economics from the University of Wales, Cardiff and is a Fellow of the Institute of Chartered Accountants in England and Wales.

Nasir Bhatti, Co-Head of Europe

Mr. Bhatti is a leader in the European pharmaceutical distribution space and has more than 15 years of experience driving high growth companies in the pharmaceutical industry. He co-founded Phatebo in 2015 with Jan Anderson. Previously, Mr. Bhatti managed a pharma logistics operator in Germany with more than 100 employees. Mr. Bhatti holds an advanced technical college qualification in pharmaceutical commerce and is a certified person for Good Distribution Practices in Germany.

Jan Anderson, Co-Head of Europe

Mr. Anderson is a leader in the European pharmaceutical logistics and operations space and has more than 15 years of experience driving high growth companies in the pharmaceutical industry. He co-founded Phatebo with Nasir Bhatti. Previously, Mr. Anderson managed a pharma logistics operator in Germany with more than 100 employees. Mr. Anderson holds an Advanced Technical College Certificate in Pharmaceutical Commerce and is a certified person for Good Distribution Practices in Germany.

The Hon. Larry Smith, Director

Mr. Smith is a widely recognized and respected figure in Quebec. Mr. Smith is a member of the Senate of Canada and the former leader of the opposition in the Senate. He is well-known in Montreal from his days as a fullback with the Montreal Alouettes from 1972 to 1980, and as President and Chief Executive Officer of the same team from 1997 to 2001 and again in 2004. Working tirelessly to promote professional and amateur football, Mr. Smith also served as Commissioner of the Canadian Football League (CFL) prior to his first term as Alouettes’ President and has been inducted into the Quebec Sports Hall of Fame.

Outside of football, Mr. Smith has served on a number of civic charitable boards, including as Co-President of the 2001 Montreal Centraide Campaign and on the board of the Canadian Olympic Committee. He also has extensive experience in the business world, including executive positions with John Labatt, Ltd., and Ogilvie Mills, Ltd. and as president and publisher of The Montreal Gazette in 2002 and 2003. Mr. Smith graduated from Bishop’s University with a Bachelor of Arts in Economics and a Bachelor of Civil Law Degree from McGill University.

Peter Simeon, Director

Peter Simeon is an experienced corporate commercial and securities lawyer. As a partner of Gowling WLG (Canada) LLP in its Toronto office, he focuses his practice on corporate finance, mergers and acquisitions, and structured products. Mr. Simeon has acted for clients across a range of industries from mining to technology, with a current focus on cannabis. His expertise includes public offerings, private placements, reverse takeovers and qualifying transactions, bought deal financings, secondary offerings and share and asset purchase transactions. Mr. Simeon has served on the board of directors of numerous other public companies. Mr. Simeon was named as one of Lexpert’s Leading Canadian Lawyers in 2018 and he has a Bachelor of Arts Degree in Political Studies from Queen’s University and a Law Degree from Osgoode Hall Law School.

Farhan Lalani, Director

Farhan Lalani is the Founder, President and Chief Executive Officer of Market One Media Group (MMG), a marketing agency catered towards the capital markets and public companies. Prior to launching MMG, Mr. Lalani worked in the capital markets industry with several brokerage firms, most recently as an Investment Advisor and Partner at Leede Financial Markets. Among his recent achievements, Mr. Lalani was named as part of “Canada’s Next 150” by the TMX Group in 2017 and awarded the Forty under 40 award from Business In Vancouver in 2015. Mr. Lalani has a Bachelor of Economics and Psychology from the University of Western Ontario.

Jakub Malczewski, Director

Mr. Malczewski is a trusted advisor to multinational companies, private equity sponsors, and state pension fund investors. Mr. Malczewski is currently the Managing Director at Northvest Capital, a Montreal based private equity firm. On the investment and M&A side, he is responsible for originating deals, evaluating opportunities, and serving as primary negotiator for transactions. On the portfolio company management side, his role is to control financial and legal affairs, maintain a dialogue with stakeholders, and create exit opportunities. Prior to his role at Northvest, Mr. Malczewski worked for ten years as a lawyer at global accounting firm KPMG. Mr. Malczewski holds a Bachelor’s Degree in Electrical Engineering from Concordia University, and a Bachelor’s and Master’s degree in Law from Osgoode Hall Law School. He is qualified to practice law as a member of the Quebec bar.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, Mercury will file a filing statement on SEDAR (www.sedar.com), which will contain details regarding the Transaction, the Amalgamation, the Franchise Financing, Mercury, Franchise and the Resulting Issuer.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary note on forward-looking information:

This release includes forward-looking information within the meaning of Canadian securities laws regarding Mercury, Franchise, Phatebo and their respective subsidiaries and businesses, which may include, but are not limited to, statements with respect to; the Transaction, the business and objectives of Franchise, Phatebo and the Resulting Issuer, the terms on which the Transaction is intended to be completed, the ability to obtain required regulatory and shareholder approvals, the intention of the Resulting Issuer to spend the funds available to it as indicated above, the Mercury Consolidation, the Name Change, and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each respective entity believes that the assumptions underlying these statements as applicable to them or their respective businesses are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Transaction (and the proposed terms upon which the Transaction is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the cannabis industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Mercury, Franchise and Phatebo have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking information contained herein. No statements comprising forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information contained herein speak only as of the date on which they are made and no undertaking is given or obligation assumed to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Mercury is a capital pool company governed by the policies of the TSXV. The principal business of Mercury is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction in accordance with Policy 2.4 – Capital Pool Companies of the TSXV.

For further information:

Mercury Acquisitions Corp.: Hani Zabaneh, Director, [email protected] Tel: 604 782-4264.

Franchise Cannabis Corp.: Farhan Lalani, Director, [email protected] Tel: 778 847-1880

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.