Clifford Starke Acquires Securities of Franchise Global Health Inc.

VANCOUVER, BC, March 28, 2022 /CNW/ - Clifford Starke (the "Acquiror") announces, pursuant to the early warning requirements of Canadian securities legislation, that he has acquired common shares (the "Common Shares") of Franchise Global Health Inc. (formerly Mercury Acquisitions Corp.) ("Franchise Global" or the "Company"), pursuant to the recently completed business combination of the Company (the "Qualifying Transaction") with Franchise Cannabis Corp. ("Franchise"), which was completed on March 25, 2022, and which constituted the Company's "Qualifying Transaction" (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange")).

Prior to the completion of the Qualifying Transaction, the Company effected a consolidation (the "Consolidation") of its outstanding Common Shares on the basis of one (1) post Consolidation Common Share for every ten (10) pre‑Consolidation Common Shares, and changed its name from "Mercury Acquisitions Corp." to "Franchise Global Health Inc.".

The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to which, among other things: (a) Franchise amalgamated (the "Amalgamation") with 2868303 Ontario Inc. (a wholly-owned subsidiary of the Company incorporated for the purpose of the Amalgamation), pursuant to the provisions of the Business Corporations Act (Ontario); and (b) the holders of common shares of Franchise (each, a "Franchise Share") outstanding immediately prior to the Amalgamation received, for each such Franchise Share, one post‑Consolidation Common Share, on a one-for-one basis.

As a result of the Amalgamation, the Acquiror acquired an aggregate of 22,948,693 Common Shares (2,307,693 of which are held through BTF Investments Inc., and 20,641,000 of which are held through Hampstead Private Capital Ltd., both entities being owned and controlled by the Acquiror), on the same terms and conditions as all former holders of Franchise shares, as described above. In addition, pursuant to the Amalgamation, holders of options to acquire Franchise Shares received, in exchange therefor, options to acquire post-Consolidation Common Shares, on a one-for-one basis. As a result, the Acquiror acquired an aggregate of 854,965 options to acquire Common Shares, on the same terms and conditions as all former holders of options to acquire Franchise Shares.

Immediately following the Consolidation but prior to the completion of the Qualifying Transaction, the Acquiror owned an aggregate of 400,000 post-Consolidation Common Shares (through YT Research Inc., an entity owned and controlled by the Acquiror), representing approximately 8% of the issued and outstanding Common Shares, as well as options to acquire up to 250,000 Common Shares.

Immediately following the completion of the Amalgamation, the Acquiror owned an aggregate of 23,348,693 Common Shares, representing approximately 17.35% of the outstanding Common Shares. Assuming the exercise of all options to purchase Common Shares, the Acquiror would own an aggregate of 24,453,658 Common Shares, representing approximately 18.02% of the Common Shares, on a partially diluted basis.

This press release is issued pursuant to the early warning requirements of National Instrument 62‑103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators, which also requires an early warning report to be filed with applicable Canadian securities regulatory authorities containing additional information in respect of the foregoing matters (the "Early Warning Report"). For further information, including to obtain a copy of the Early Warning Report, please visit the Company's profile on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting the Acquiror at 416-727-4554.

SOURCE Franchise Cannabis Corp.