BZAM Ltd. (CNSX:BZAM) entered into a definitive share exchange agreement to acquire Final Bell Canada Inc. from Final Bell Holdings International Ltd. for CAD 13.5 million on December 5, 2023. Under the terms of the Agreement FBHI will receive 90 million common shares of BZAM at a deemed price of CAD 0.15 per share, representing approximately one-third of the issued and outstanding shares of BZAM. BZAM will also enter into a supply agreement under which FBHI?s wholly owned subsidiary,14th Round Inc., will continue to provide industry leading child-resistant packaging, high-tech vaporization hardware, and pre-roll cones to BZAM.

As part of the Transaction, Greg Boone will join BZAM as President and Jennifer Maccarone will join as VP of Operations. FBC?s Chief Legal Officer Christy Zhou will assume the same role at BZAM, and Lana MacKenzie will also take on a senior role within BZAM. Matt Milich will remain as Chief Executive Officer of BZAM.

In addition, FBHI will be entitled to appoint a new member to BZAM?s board of directors. In accordance with the terms of the Agreement, FBHI will enter into a contractual lock-up agreement, whereby the BZAM Shares received at Closing shall be subject to a lock-up, with 1/3 of being released on the 4-month, 8-month, and 12-month anniversaries of the date such shares are issued. As part of the Transaction, FBC will retain a promissory note issued to FBHI in the amount of CAD 4 million, bearing zero percent interest, maturing March 31, 2025, and subordinate to BZAM's current credit facility.

Transaction is subject to customary closing conditions and is anticipated to close on or about December 18, 2023. Clarus Securities Inc. acted as a exclusive financial advisor to BZAM.