Anacott Announces Qualifying Transaction with Botanical Holdings

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ANACOTT ANNOUNCES QUALIFYING TRANSACTION WITH

BOTANICAL HOLDINGS

WINNIPEG, MB – October 25, 2021 – Anacott Acquisition Corporation (TSXV: AAC.P) (the “Company”

or “Anacott”) is pleased to announce that it has entered into a Letter of Intent dated October 25, 2021

with Botanical Holdings PLC (“Botanical Holdings”), to enable Botanical Holdings to complete a going-

public transaction in Canada (the “Proposed Transaction”).

ABOUT BOTANICAL HOLDINGS

Botanical Holdings is a dynamic investment holding company which is focused on the legal medical

cannabis chain. Botanical Holdings has secured a number of unique investment opportunities in the

rapidly growing global cannabis market. Botanical Holdings aims to create a diversified and risk adjusted

portfolio of companies that spans the cross-section and value chain of the medical cannabis market.

Botanical Holdings currently has holdings in Eurocan, a producer of high- quality medical cannabis

products and extracts, with operations in Portugal and Lesotho ; Southern African Hemp, a hemp

cultivation site in Zimbabwe; and Unearthed, a producer of consumer CBD products, including a line of

high-quality CBD extracts.

TERMS OF THE PROPOSED TRANSACTION

For the purposes of the Proposed Transaction, the deemed value of the currently outstanding common

shares of Anacott (“Anacott Shares”) will be $ 800,000. Pursuant to the Proposed Transaction, it is

currently intended that: (i) the outstanding Anacott Shares will be consolidated on the basis of a ratio

that results in the aggregate number of post -consolidation Anacott Shares multiplied by $0.35, being

the issue price of the Subscription Receipts offered in the Concurrent Offering (each as defined below),

being equal to $800,000, subject to rounding (the “Consolidation”); and (ii) the holders of shares of

Botanical Holdings (“ Botanical Holdings Shares”) will receive one (1) post-Consolidation Anacott

Share in exchange for each outstanding Botanical Holdings Share . Following the completion of the

Proposed Transaction, the securityholders of Botanical H oldings (including those investors under the

Concurrent Offering) will hold a significant majority of the outstanding common shares of Anacott.

In conjunction with, and prior to the closing of the Proposed Transaction, Anacott intends to complete a

private placement of approximately $7,000,000 of subscription receipts (“Subscription Receipts”) at

an anticipated price of $0.35 per subscription receipt (the “Concurrent Offering”). It is anticipated that

each Subscription Receipt will be automatically exchanged for one Anacott Share upon the satisfaction

of specified escrow release conditions, which will include, among other things, the completion or waiver

of all conditions prec edent to the Proposed Transaction and the conditional approval for listing of the

common shares of the resulting issuer (the “ Resulting Issuer”) on the TSX Venture Exchange (the

“TSXV”).

Anacott intends that the Proposed Transaction will constitute its “Qualifying Transaction” under Policy

2.4 - Capital Pool Companies of the TSXV. The Proposed Transaction will be an arm's length

transaction. A comprehensive news release with further particulars relating to the Proposed Transaction,

financial particulars, transaction structure, descriptions of the proposed management and directors of

the Resulting Issuer, terms of any sponsorship, if applicable, among other particulars, will follow in

accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited

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to: (a) completion of satisfactory due diligence; (b) execution of a definitive agreement; (c) receipt of

regulatory approvals; (d) acceptance of the Proposed Transaction as Anacott’ s Qualifying Transaction

by the TSXV; (e) receipt of approval for the listing of the common shares of the Resulting Issuer by the

TSXV; (f) the completion of the Concurrent Offering; (g) the delivery of the financial statements of both

Anacott and Botanical Holdings; (h) the shareholders of Anacott approving certain matters ancillary to

the Proposed Transaction, including the Consolidation, the appointment of Botanical Holdings’ director

nominees, and a change in name of Anacott to “Botanical Holdings Corp.” or “Botanical Holdings Inc.”,

all subject to the completion of the Proposed Transaction; (g) the delivery of letters of resignation and

reciprocal releases from such directors and officers of Anacott as mutually agreed conditional upon the

completion of the Proposed Transaction; (h) Anacott will have cash on hand of not less than C DN

$75,000; and (i) other condition precedents customary fo r a transaction such as the Proposed

Transaction. There can, however, be no assurance that the Proposed Transaction will be completed as

proposed or at all.

In connection with the Proposed Transaction, Anacott has entered into a finder’s fee agreement (the

“Finder’s Fee Agreement ”) with an arm’s length party (the “ Finder”) for the Finder’s introduction of

Anacott to Botanical Holdings. Pursuant to the terms of the Finder’s Fee Agreement, the parties have

agreed to pay the Finder a fee equal to the lesser of 10% of the post-Consolidation Anacott Shares

issuable to the shareholders of Botanical Holdings , or the maximum finder’s fee payable under the

policies of the TSXV.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection

with the Proposed Transaction, any information released or received with respect to the Proposed

Transaction may not be accurate or complete and should not be relied upon.

Trading in securities of a capital pool company should be considered highly speculative. Shares of

Anacott have been halted from trading on the TSXV, and trading is not expected to resume until closing

of the Proposed Transaction.

This press release is not an offer of securities for sale in the United States. The securities described in

this press release have not been registered under the U.S. Securities Act of 1933, as amended, and

may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as

defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an

exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an

offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation,

or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction

and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in

the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy

of this release.

FORWARD-LOOKING STATEMENTS

This news release contains "forwar d-looking statements" within the meaning of applicable securities

laws. All statements contained herein that are not clearly historical in nature may constitute forward-

looking statements. Generally, such forward-looking information or forward-looking statements can be

identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is

expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not

anticipate", or "believes", or variations of such words and phrases or may contain statements that certain

actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur"

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or "will be achieved". The forward-looking information and forward- looking statements contained herein

include, but are not limited to, statements regarding: the completion of the Proposed Transaction ; the

ability of Anacott and Botanical Holdings to complete the terms on which the Proposed Transaction is

intended to be completed, the ability of Anacott and Botanical Holdings to obtain regulatory and

shareholder approvals; and other factors.

Forward-looking information in this news release are based on certain assumptions and expected future

events, namely: the ability of Anacott and Botanical Holdings to continue as going concerns ; a lack of

any adverse effects on the business of Anacott and Botanical Holdings as a result of the Covid -19

pandemic; and the continued commercial viability and growth in popularity of medical cannabis products.

These statements involve known and unknown risks, uncertainties and other factors, which may cause

actual results, performance or achievements to differ materially from those expressed or implied by such

statements, including but not limited to: the inability of Anacott and Botanical Holdings to complete the

Proposed Transaction; the inability of Anacott and Botanical Holdings to complete the terms on which

the Proposed Transaction is intended to be completed; the inability of Anacott and Botanical Holdings

to obtain regulatory and shareholder approvals ; risks regarding the cannabis industry; market

conditions; economic factors; the inability of management to manage and to operate the business of the

Resulting Issuer; and the risks inherent in equity markets generally.

Although Anacott and Botanical Holdings have attempted to identify important factors that could cause

actual actions, events or results to differ materially from those described in forward-looking statements,

there may be other factors that cause actions, events or results to differ from those anticipated,

estimated or intended. Accordingly, readers should not place undue reliance on any forward- looking

statements or information. No forward- looking statement can be guaranteed. Except as required by

applicable securities laws, forward-looking statements speak only as of the date on which they are made

and neither Anacott and Botanical Holdings undertake any obligation to publicly update or revise any

forward-looking statement, whether as a result of new information, future events, or otherwise.

ABOUT ANACOTT ACQUISITION CORPORATION

Anacott is a capital pool company created to identify and evaluate potential acquisitions of commercially

viable businesses and assets. The Company has not commenced commercial operations and has no

assets other than cash. Except as permitted under the TSXV Policy 2.4, until the completion of the

Qualifying Transaction, Anacott will not carry on business, other than the identification and evaluation

of companies, businesses or assets with a view to completing a Qualifying Transaction.

For further information, please contact:

Michael Romanik

Chief Executive Officer

Telephone: 204.724.0613

E-mail: [email protected]