FG ACQUISITION CORP. ANNOUNCES SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT WITH THINKMARKETS

TORONTO, Sept. 14, 2023 /CNW/ - FG ACQUISITION CORP. (TSX: FGAA.U) (TSX: FGAA.WT.U) (the "Corporation"), its sponsors, FGAC Investors LLC and CG Investments VII Inc., and Think Financial Group Holdings Limited ("ThinkMarkets") have entered into a second amending agreement (the "Second Amending Agreement") to the previously announced business combination agreement dated May 12, 2023, as amended by a first amending agreement dated as of July 25, 2023 (collectively, the "Business Combination Agreement"), which was entered into in connection with the Corporation's proposed business combination transaction with ThinkMarkets (the "Proposed Transaction").

The Corporation also announced that the minimum financing conditions set forth in the Business Combination Agreement will be satisfied through a private placement of a combination of convertible debentures, debt and equity for an aggregate amount of not less than $10,000,000, subject to definitive agreements and customary due diligence.

The Second Amending Agreement extends the outside date for completion of the Proposed Transaction from September 15, 2023 to November 30, 2023, or such other date as the Corporation and ThinkMarkets may agree in writing. The Second Amending Agreement has been filed and is available under the Corporation's profile on SEDAR at www.sedar.com.

About FG Acquisition Corp.

FG Acquisition Corp. is a special purpose acquisition company incorporated under the laws of the Province of British Columbia for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation that will qualify as its "qualifying acquisition". For more information regarding the Corporation, see the Corporation's most recent annual information form, financial statements, management's discussion & analysis and other continuous disclosure documents periodically filed on SEDAR.

Forward‐Looking Statements

This press release may contain forward‐looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events. Forward‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking information. The Corporation does not undertake any obligation to update such forward‐looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE FG Acquisition Corp.

FG Acquisition Corp., Hassan R. Baqar, Director and Chief Financial Officer, [phone], [email protected]