Final Bell Holdings International Responds to Application for Creditor Protection by BZAM Ltd.

VANCOUVER, BC / ACCESSWIRE / February 29, 2024 / Final Bell Holdings International Ltd. (the "Company" or "Final Bell") today announces the Company's intention to challenge the application of BZAM Ltd. ("BZAM") seeking creditor protection under the under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"). BZAM announced today that it and its subsidiaries have initiated proceedings under the CCAA (the "CCAA Proceedings") in the Ontario Superior Court of Justice (Commercial List), less than 60 days following BZAM's acquisition of Final Bell Canada Inc. ("FB Canada") from the Company.

BZAM's acquisition of FB Canada closed on January 5, 2024, and resulted in the Company becoming BZAM's second largest shareholder, its largest unsecured lender and a key supplier of hardware and packaging on an ongoing basis. The acquisition involved extensive due diligence by the Company based on material provided by BZAM and its management, together with BZAM's public filings, and the Company relied on representations and warranties made by BZAM and its management to support the value of the consideration received by the Company and BZAM's ability to service its debt obligations to the Company. The information resulting from such due diligence, together with the representations, warranties and other agreements at closing of the transaction, also formed the basis for the Company's senior secured lender's agreement to release its comprehensive security package over FB Canada in favour of a charge over the consideration received.

The Company believes that BZAM's initiation of CCAA Proceedings constitutes an improper use of creditor protection legislation to evade its creditors, defraud shareholders, and facilitate a related party going private transaction at an unjustified discounted value in order to circumvent a customary going private transaction requiring shareholder and creditor approval. The end result would not only prejudice BZAM's public shareholders and stakeholders, but also constitutes an attempt by BZAM to evade its agreements and commitments relating to its acquisition of FB Canada in order to acquire it for no valuable consideration. Contrary to BZAM's assertions in its announcement today, the Company rejects BZAM's claim that its board of directors carefully considered any available alternatives prior to proceeding with the CCAA Proceedings.

The Company intends to use all legal recourse available to it to oppose the CCAA Proceedings and hold BZAM and its management accountable for their actions.

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:
Kiarash Hessami
Director of Business Analytics and IR
604-365-6099
IR@finalbell.com

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, but is not limited to, statements with respect to the Company's plans and expectations relating to BZAM. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the current expectations, beliefs, opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events, results, performance and achievements to differ materially from those projected in the forward-looking information. The Company undertakes no obligation to update forward-looking information if circumstances or management's expectations, beliefs, opinions, estimates 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.