Final Bell Holdings International Announces Agreement to Acquire Final Bell Canada Inc.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

VANCOUVER, BC / ACCESSWIRE / January 27, 2022 /Final Bell Holdings International Ltd. (the "Company") is pleased to announce that it has entered into a definitive share purchase agreement (the "Agreement") with Final Bell Canada Inc. ("FB Canada") and the shareholders of FB Canada, to acquire all of the issued and outstanding shares in the capital of FB Canada for a purchase price of $10,000,000 (the "Purchase Price").

The Purchase Price is payable in (a) cash, or (b) 50% in cash and 50% in subordinate voting shares of the Company (the "Shares"), subject to the approval by the Company's shareholders of the reclassification of the Company's common shares into Shares and conditional approval of the Shares for listing on the Canadian Securities Exchange (the "CSE"). The number of Shares issuable to fund the Purchase Price on closing, if any, shall be calculated utilizing the share issue price of a concurrent capital raise (the "Capital Raise") in connection with the previously announced business combination of the Company and Final Bell Holdings, Inc. ("Final Bell").

The acquisition of FB Canada is designed to expand the operations of the proposed combined entity into Canada, including through the integration of FB Canada's 25,000 sqft manufacturing facility in Ontario to bring leading cannabis brands from California into the Canadian market. FB Canada has replicated the master manufacturing capabilities and expertise of Final Bell, and holds requisite Health Canada approvals to operate as a Licensed Producer in Canada.

Other than as described above, the transactions under the Agreement are subject to customary conditions, including, among other things, the shareholders of FB Canada entering to lock-up agreements in respect of any Shares issuable pursuant to the Purchase Price as may be established in connection with the Capital Raise.

Further details of the Agreement and the business and operations of FB Canada will be included in a listing statement to be prepared and filed with the Canadian Securities Exchange by the Company. Closing of the transaction is currently expected to occur in the first half of 2022.

About Final Bell Holdings International Ltd.

The Company's shares were voluntarily delisted from the NEX Board of the TSX-V on April 30, 2021. Prior to entering into the investment agreement announced in the Company's news release dated May 11, 2021, the Company was inactive and seeking to acquire or otherwise transact with a new business or company. On October 14, 2021, the Company announced that it had entered into a share exchange agreement with Final Bell and the shareholders of Final Bell in connection with a proposed business combination between the Company and Final Bell. Please see the Company's October 14, 2021 press release for further information.

For further information please contact:

Kay Jessel
Chief Executive Officer
604.365.6099
finalbell.hi@gmail.com

All information contained in this press release with respect to the Company and Final Bell, FB Canada and/or their subsidiaries was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on Final Bell and FB Canada for any information concerning their subsidiaries.

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 statements respecting the transactions provided for in the Agreement or the proposed business combination with Final Bell, including the expected completion thereof, the proposed application to list the Company's shares, the parties' ability to satisfy closing conditions and receive necessary approvals and the future plans and objectives of the Company, Final Bell and FB Canada. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information, including, without limitation, that the parties may be unable to satisfy the conditions under the Agreement or the business combination, to list the Company's shares or to obtain proposed financing on terms acceptable to the Company or at all. There can be no assurance that the transactions contemplated in the Agreement or the proposed business combination will occur or that, if the any do occur, they will be completed on the terms described above. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, opinions 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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