FGH to Acquire German Pharmaceutical Distributor - Seite 2

The LOI serves as an agreement-in-principle concerning the Acquisition, and the final structure of the Acquisition and its terms and conditions will be subject to receipt by all parties of tax, corporate and securities law advice and will be agreed to and the LOI will be superseded by a definitive agreement, which will contain additional customary representations, warranties, covenants, opinions, conditions and indemnities. The Acquisition will be subject to customary closing conditions including the approval of the TSX Venture Exchange, all other required regulatory, shareholder (including shareholders of the Target Company) and corporate approvals, compliance with covenants, no material adverse effect, absence of litigation, receipt of audited financial statements of the Target Company and completion of diligence.

The Acquisition is expected to be a "Fundamental Acquisition" as defined in the policies of the TSX Venture Exchange. It is expected that the Company's stock will remain halted until the TSX Venture Exchange completes its review of the proposed Acquisition. A more comprehensive news release will be issued by the Company disclosing further details of the Acquisition (including information about the identity of the Target Company and other relevant information) upon the parties entering into the definitive agreement. Subject to the entering into of the definitive agreement relating to the Acquisition, and the satisfaction or waiver of all conditions precedent to closing, it is expected that the Acquisition will close in the fourth quarter of 2022.

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 more information please visit www.franchiseglobalhealth.com.