Think Financial Group Holdings Limited entered into a business combination agreement to acquire FG Acquisition Corp. (TSX:FGAA.U) from FGAC Investors LLC,CG Investments VII Inc. and others for approximately $160 million in a reverse merger transaction on May 12, 2023. Each Shareholder of Think Financial Group Holdings will receive one FG Common Share as consideration. Equity valuation of Think Financial Group Holdings Limited is $159.25 million and Enterprise Value of $160 million. FGAC will issue 14,159,117 shares as consideration pursuant to the Business Combination. FGAC intends to fund the acquisition of ThinkMarkets through the exchange of each ThinkMarkets company share outstanding immediately prior to the closing for such number of common shares equal to the exchange ratio, 750,000 new OTM Warrants. Following closing, the shareholders of ThinkMarkets will hold the majority of the issued and outstanding Common Shares of the resulting issuer. In connection with the closing of the transaction, Think Financial intends to rename itself ThinkMarkets Group Holdings Limited. Think Financial has reserved the symbols "TGH" and "TGH.WT" for the Common Shares and Warrants, respectively. Following closing, Think Financial will be led by ThinkMarkets' Co-Founders Nauman Anees, as Chief Executive Officer, and Faizan Anees, as President, and other members of ThinkMarkets' current management team. Think Financial's board of directors will consist of Nauman Anees, Faizan Anees, Larry G. Swets, Jr., Julian Babarczy, Andrew B. McIntyre, Peter Huitsing and Symon Brewis-Weston.

The transaction is subject to the satisfaction of customary conditions, including the approval of the TSX, and approval of certain amendments to Think Financial's articles by its shareholders. It is a condition of closing that the Common Shares be listed and the Warrants continue to be listed on the TSX. The transaction is subject to minimum balance sheet requirement and consummations of private placement. Think Financial board unanimously recommend the acceptance of the Offer to the shareholders.

Completion of the transaction is currently expected to occur in July 2023. Mark Spiro and David Coll-Black of Goodmans LLP acting as legal counsel to Think Financial, FGAC Investors LLC and CG Investments VII Inc. Canaccord Genuity Corp. is acting as financial advisor. Walied Soliman and Kristopher Miks of Norton Rose Fulbright Canada LLP acting as legal counsels to ThinkMarkets. Canaccord Genuity Corp. is acting as lead agent on the private placement of Think Financial. MNP LLP acted as accountant to FG Acquisition. LNP Audit and Assurance acted as accountant to ThinkMarkets. TSX Trust Company acted as transfer agent to FG Acquisition.