Vancouver, BC, December 2, 2022 /CNW/ – BGP Acquisition Corp. (NEO: BGP.U) (NEO: BGP.WT.U) (OTCQX: BGPPF) (OTCQX: BGPAF) (the “Corporation“or”BGP“), announced today that it has received receipts for its latest prospectus December 1, 2022 (of theFinal Prospectus”) with respect to this Business Combination (as defined below), the Corporation anticipates that the Business Combination will close during the week. December 26, 2022.

The final prospectus contains details of the proposed combination of the Company (the “Business combination“) with Craft 1861 Global, Inc. (the “Craft International“) and is available on SEDAR at The Corporation will mail a final prospectus (the “Class A Voting Restrictions“) of the corporation over the next few days.

In connection with a business combination, the Class A Restricted Voting Shareholders have the right to redeem all or a portion of their Class A Restricted Voting Shares, provided that they redeem the Class A Restricted Voting Shares before Submit in advance. 5:00 p.m ((Toronto time) on December 28, 2022 (or such other date as may be announced by the Corporation by publication), in accordance with the instructions in the notice of redemption (the “Notice of redemptionA notice of redemption will be mailed to all holders of Class A restricted voting shares and will be available on SEDAR.1

Dated during the review of the corporation’s initial unsolicited proposal 26 October 2022 (of thePreliminary Prospectus“), the Ontario Securities Commission (the “OSC“) expressed concern about the reasonableness of assumptions about future financial information (particularly about future revenue and EBITDA) (the “Outlook“) that was included in its news and investor presentation, each dated October 20, 2022 and filed on SEDAR, and preliminary prospectuses. After discussions with the OSC, BGP agreed to officially withdraw Outlook, which BGP does here. Outlook is not included in the final prospectus and BGP has reissued a new version of the investor presentation that does not include Outlook (which is also now available on SEDAR).

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1 This Redemption Opportunity is separate and distinct from the Redemption Opportunity described in the Corporation’s Management Information Circular (“Circular“) filed in connection with its upcoming special meeting of Class A Restricted Voting Stockholders (the “meetingDetails regarding the meeting and related redemption opportunity are set forth in the circular, which was previously mailed to all holders of Class A Voting Shares and is available on SEDAR.

About BGP Acquisition Corp

BGP Acquisition Corporation is a special purpose acquisition company incorporated under the laws of the province British Columbia for the purpose of effecting a qualified transfer directly or indirectly within a specified period.

About Craft 1861 Global, Inc.

Craft Global is a minority-led, US-based health and wellness company focused on scientific research and development, technology, cultivation, product development, advanced manufacturing, distribution, wholesale and brand development in the cannabinoid space. Craft Global is working in the non-psychoactive, hemp-derived CBD space with consumer packaged goods that contain zero THC. 1861 Market is also a vertically integrated cannabis company with cultivation, manufacturing and dispensary operations in the state. New Mexico, and expects to expand its THC operations into other legal jurisdictions by selling its proprietary branded THC products. Kraft Global aims to capitalize on what management believes is a once-in-a-generation opportunity to create a household name by strengthening global demand for cannabis (including both CBD and THC products) and It forms part of the mainstream of health and wellness lifestyles. , focuses on cannabis-based performance and recovery products and services.

Forward-looking statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflect the Company’s current expectations regarding future events, including the proposed business combination. The words “expect”, “target”, “believe” and similar expressions or words that suggest future results are often used to identify forward-looking information, although not all forward-looking information contains these identifying words. In addition, any statements that refer to expectations, estimates or other characteristics of future events or conditions constitute forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but rather represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Certain forward-looking information contained in this press release includes, but is not limited to, statements regarding the completion of, and matters related to, the business combination, including information regarding the release of Class A voting restrictions.

Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information from current management, management’s historical experience, understanding of trends and current business conditions, anticipated future developments and other factors that management deems appropriate. Forward-looking information is based on a number of assumptions, opinions, and estimates and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that may cause actual results and events to differ materially. be materially different. disclosed or supplemented by such forward information. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Final Prospectus.

If any of these risks or uncertainties materialize, or if the assumptions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events may differ materially from those anticipated in the forward-looking information. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of manufacture. Forward-looking information contained in this news release represents the Corporation’s expectations as of the date of this news release, and is subject to change after such date. The Corporation undertakes no 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 BGP Acquisition Corporation

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