Franchise Global Health Inc. Completes Plan of Arrangement with Flora Growth Corp.

Vancouver, British Columbia–(Newsfile Corp. – December 23, 2022) – Franchise Worldwide Health and fitness Inc. (TSXV: FGH) (“Franchise Worldwide” or the “Enterprise“), a multi-nationwide operator in the health-related cannabis and pharmaceutical market with principal functions in Germany, is happy to announce that the Business and Flora Development Corp. (NASDAQ: FLGC) (“Flora“) have accomplished the previously declared acquisition of the Business by Flora by way of a program of arrangement under Division 5 of Aspect 9 of the Business Companies Act (British Columbia) (the “Plan of Arrangement“, and the transactions contemplated therefore referred to as the “Arrangement“), powerful at 12:01 a.m. (Vancouver time) on December 23, 2022.

The Arrangement and Program of Arrangement had been authorised at a unique conference of shareholders of the Enterprise held on December 13, 2022 (the “Conference“) and by a closing purchase of the Supreme Courtroom of British Columbia designed on December 16, 2022.

Pursuant to the Program of Arrangement, the previous holders of prevalent shares of the Business (the “Franchise Shares“) obtained, for each Franchise Share held, about .29102 of a Flora frequent share (the “Flora Shares“), based mostly on the trade ratio decided in accordance with the Strategy of Arrangement. The Flora Shares trade on The Nasdaq Capital Market less than the image “FLGC”. In accordance with the System of Arrangement, all Flora Shares issued to previous holders of Franchise Shares are subject matter to limits on transfer for a interval of 90-days subsequent the completion of the Arrangement.

It is anticipated that the Franchise Shares will be delisted from the TSX Undertaking Exchange on or about December 28, 2022. The Corporation intends to submit an application to the relevant securities regulators to cease to be a reporting issuer and to terminate its general public reporting obligations.

As contemplated in the Arrangement Settlement, immediately prior to and conditional upon completion of the Arrangement, the Organization assigned specified non-material property to a director and officer of the Enterprise (who also assumed all obligations thereunder) and settled outstanding money owed and liabilities owing to certain administrators, officers and consultants (and acquired releases from them) in thing to consider of the issuance of an combination of 12,249,999 frequent shares and 2,750,001 restricted share models of the Corporation (resulting in a complete of 149,563,674 Franchise Shares being exchanged for an mixture of 43,525,951 Flora Shares becoming issued to the former holders of Franchise Shares pursuant to the Program of Arrangement). The issuance of Franchise Shares to directors and officers in settlement of superb financial debt was exempt from the “formal valuation” and “minority acceptance” demands for each sections 5.5(b) and 5.7(1)(a), respectively, of Multilateral Instrument 61-101.

More info about the Arrangement is set forth in the products prepared by the Company in respect of the Assembly, which ended up mailed to holders of Franchise Shares and submitted underneath the Company’s SEDAR profile on the System for Electronic Doc Assessment and Retrieval (SEDAR) at Former holders of Franchise Shares are essential to submit their share certificates or direct registration technique (DRS) advices evidencing Franchise Shares, as effectively as duly accomplished letters of transmittal (which were being mailed to previous holders of Franchise Shares in connection with the Conference), to TSX Have faith in Business, as depositary below the Arrangement, and abide by the recommendations presented in these kinds of letter of transmittal, in get to obtain the Flora Shares issued pursuant to the Arrangement.

About Franchise International Well being Inc.

Franchise World Health Inc., by its subsidiaries, is a multi-countrywide operator in the clinical hashish and pharmaceutical industries, with principal operations in Germany and with operations, property, strategic partnerships and investments internationally. The Firm’s business enterprise aim is to create a absolutely-built-in, major European medical cannabis organization, with the intention of delivering significant-good quality pharmaceutical quality health care hashish to distribution associates and, in the long run, to patients, at competitive costs. For much more info, you should take a look at or check out the Firm’s SEDAR profile at

About Flora Progress Corp.

Flora is making a related, structure-led collective of plant-based wellness and lifestyle brands, created to produce the most persuasive purchaser ordeals in the globe, one neighborhood at a time. As the operator of one of the greatest outdoor hashish cultivation amenities, Flora leverages organic, cost-helpful cultivation tactics to supply cannabis derivatives to its business, house of makes, and life sciences divisions. Stop by or observe @floragrowthcorp on social media for more info.

Cautionary Assertion About Forward-Seeking Info

This push release contains “forward-hunting information and facts” as defined by Canadian securities legal guidelines. Forward-searching information and facts reflect the Company’s latest anticipations and projections about long term situations at the time, and as a result involve uncertainty and risk. Ahead-on the lookout information is normally, but not usually discovered by the use of words and phrases these types of as “consider,” “count on,” “anticipate,” “will,” “could,” “would,” “should,” “could,” “program,” “estimate,” “intend,” “forecast,” “probable,” “continue,” and the negatives of these phrases and other equivalent expressions frequently discover forward wanting information and facts, and consist of statements in this press launch regarding the expected timing by which Franchise World wide will be de-listed from the TSX-V and the intention to implement to have Franchise World-wide cease becoming a reporting issuer and terminate its general public reporting obligations. The statements together with forward-searching info in this press release reflect management of the Company’s great religion beliefs, are made as of the date it was issued. Statements that contains ahead-on the lookout information and facts in this press launch are not guarantees of long run results and subject to a variety of recognised and unidentified risks and uncertainties that may perhaps lead to actual results to vary materially from all those indicated in statements made up of forward-looking data, including people risks and uncertainties mentioned or referred to in the management facts round of the Business mailed in relationship with the Meeting and the Firm’s other disclosure documents filed with applicable securities regulatory authorities in Canada, which are obtainable on the Company’s SEDAR profile at You ought to not position undue reliance on any ahead-seeking facts contained herein, which are based only on information at the moment available to the Company. The Organization disclaims any obligation to publicly update or revise any forward-looking facts contained herein to replicate modifications in underlying assumptions or variables, new information and facts, information or techniques, long run events or other variations after the day of this press release, besides as necessary by applicable regulation.

For even more information and facts, make sure you make contact with:

Franchise Worldwide Health and fitness Inc.

Clifford Starke, CEO and Govt Chairman
Phone: (778) 847-1880
Electronic mail: [email protected]

NEITHER THE TSX Undertaking Trade NOR ITS REGULATION Companies Service provider (AS THAT Time period IS Defined IN THE Guidelines OF THE TSX Enterprise Exchange) ACCEPTS Duty FOR THE ADEQUACY OR Accuracy OF THIS Press Launch.

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