Final Bell Holdings International Announces Revocation of Cease Trade Order and Closing of First Tranche of a US$12,000,000 Note Financing

VANCOUVER, BC / ACCESSWIRE / July 10, 2024 / Final Bell Holdings International Ltd. (the "Company" or, "Final Bell") announces that it received a revocation order from the British Columbia Securities Commission lifting the failure to file cease trade order (the "FFCTO") as of June 28, 2024. Following the revocation of the FFCTO, the Company has closed the first tranche of an offering (the "Offering") of up to US$12,000,000 aggregate principal amount of 15.0% secured convertible notes (the "Notes") issued by its wholly owned subsidiary, Final Bell Innovations Inc. ("FBI"). FBI issued an aggregate US$9,922,000 principal amount of Notes, with the balance of the Offering expected to be completed in the coming weeks.

The Offering is the first step in capitalizing FBI, which holds the Company's non-plant touching business and is pursuing an expansion strategy initially throughout the United States. The Company intends to accelerate brand penetration in new markets, supported by its cutting-edge hardware and packaging innovation and facility management services, with the aim of positioning FBI as the principal vehicle to maximize value for all of the Company's shareholders.

Robert Meyer, Chief Executive Officer of the Company, commented: "The past year has not only shown the resilience of Final Bell and its management team in the face of adverse external developments and challenging market conditions, but also our ability to execute strategically while strengthening our balance sheet. This Offering of Notes validates our strategy of transforming FBI into our key platform, and is the first of a number of planned capitalization initiatives planned for the near term."

The Notes mature in July 2025, bear interest at a rate of 15.0% per annum, and are secured by FBI's assets. The Notes are convertible either into common shares of FBI or shares of the Company, with voluntary and mandatory conversion conditions, at a discount to a future equity offering of the Company or to a partial or entire sale. The optionality on conversion of the Notes is designed to align the strategic investors in the Notes with shareholder value-enhancing transactions across the Final Bell Group of Companies following the FBI restructuring initiative.

This first tranche of the Offering included Notes issued to subscribers under a previous private placement by the Company in 2023 that did complete as a result of the FFCTO, in settlement of certain outstanding indebtedness of the Company and its subsidiaries, as well as new investment.

The Offering will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as certain directors and officers of the Company participated in the Offering. A material change report respecting the Offering will be filed less than 21 days before the expected closing date of the Offering as the Company determined to complete the Offering on an expedited basis. The Offering will be exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves related parties, exceeds 25% of the Company's market capitalization.

About Final Bell Holdings International Ltd.

Final Bell operates a highly competitive group of businesses offering end-to-end solutions to leading cannabis brands and licensed operators. Pioneering the "cannabis as a service" business model, Final Bell's services span product development, device and hardware manufacturing, supply chain management, facility management and licensing of leading cannabis brands. Final Bell's subsidiary, 14^th Round, is a leading cannabis vaporization device company in the United States and Canada. 14^th Round also provides child-resistant packaging solutions for cannabis vaporizers, edibles, and related products.

For further information please contact:

Kiarash Hessami
Director of Business Analytics and IR
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, expectations around the Company's business plans, FBI, and further tranches and uses of proceeds of the Offering. 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, hose 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.sedarplus.ca, 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.