Final Bell Announces Subordinated Noteholder Approval of Amendments To Trust Indenture

VANCOUVER, BC / ACCESSWIRE / June 20, 2023 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce that holders of its subordinated convertible notes due 2024 (the "Notes") have overwhelmingly approved certain amendments (the "Amendments") to the trust indenture governing the Notes entered into with Odyssey Trust Company, as note trustee, dated as of May 6, 2021 (the "Indenture"). The amendments will result in the mandatory conversion of the Notes into subordinate voting shares of the Company (the "SV Shares") to now be triggered at a fixed price of C$0.46 per SV Share upon the Company completing an equity financing for gross proceeds of at least C$1,360,000 (US$1,000,000) (the "Capital Raise").

As holders of over 75% of the principal amount of the outstanding Notes have approved an extraordinary resolution authorizing the Amendments pursuant to the terms of the Indenture, the Company will proceed to implement the Amendments with the note trustee through a supplement to the Indenture, which is expected to occur shortly. The Company expects to complete the Capital Raise in the coming weeks, which will immediately trigger the mandatory conversion of all Notes into SV Shares and discharge the Notes in full. The mandatory conversion of the Notes will result in the issuance to Note holders of approximately 49,500,000 SV Shares, plus SV Shares in payment of accrued and unpaid interest through to the date the mandatory conversion is triggered.

The Amendments are expected to provide the Company with a variety of financial benefits, including:

• allowing the Company to reduce its financial leverage, providing it with greater financial flexibility to pursue future growth opportunities;
• de-leverage the Company's balance sheet and facilitate the Company's transition from its current capital structure to a more normalized capital structure, which the Company believes will: (i) provide improved access to capital; (ii) improve its financial flexibility to pursue strategic initiatives; and (iii) enhance the market's understanding of the Company by facilitating relative comparisons to its publicly-traded industry peers; and
• provide enhanced liquidity in the SV Shares upon achieving a stock exchange listing through the increase of the public float.

About Final Bell Holdings International Ltd.

The Company operates a highly competitive consolidated group of businesses providing end-to-end solutions to leading cannabis brands through integrated product development, manufacturing, and supply chain management, including in the design and technology space, offering industrial design, engineering, manufacturing, branding, and child-resistant packaging solutions for cannabis vaporizers, edibles, and related products. The Company represents a new paradigm for the legal cannabis industry on a global scale: the ability to fully outsource production and manufacturing of state-of-the-art hardware, packaging, licensed co-manufacturing, and product commercialization to a single partner.

For further information, please contact:
Kay Jessel
Executive Director
604.365.6099
IR@finalbell.com

Cautionary Note Regarding Forward-Looking Information

This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. The use of words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words are used to identify forward-looking information. In this news release, statements constituting forward-looking information relate, among other things, to: the timeline for entering into a supplement to the Indenture giving effect to the Amendments, the closing of the Capital Raise and trigger for the conversion of the Notes into SV Shares; and the expected benefits to the Company of the Amendments and the discharge of the Notes. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. These risks, uncertainties and assumptions include, but are not limited to, the risk that the Company may not complete the Capital Raise and trigger the mandatory conversion and discharge of the Notes in the timeframe expected or at all; that the discharge of the Notes may not provide the expected benefits to the Company, including those predicated on the completion of a stock exchange listing, the timing of which is unknown; as well as those risks described in the Company's other filings with the securities regulatory authorities which have been filed on the Company's profile on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information contained in this news release. The Company does not intend, nor undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except as required by applicable securities law.

SOURCE: Final Bell Holdings International Ltd.