Akanda Corp. Announces Closing of Share Exchange with First Towers and Fiber Corp.

Rhea-AI Summary

Akanda Corp. (NASDAQ: AKAN) has completed the acquisition of First Towers & Fiber Corp., a telecommunications infrastructure company in Mexico, through a Share Exchange Agreement dated March 5, 2025. The transaction, effective August 21, 2025, makes First Towers a wholly-owned subsidiary of Akanda.

The deal structure involves issuing convertible Class A and Class B Special Shares to former First Towers shareholders, pending shareholder approval. Class A shares will be convertible into up to 19.9% of Akanda's common shares. The company will seek approval for Class A shares at its August 29, 2025 Special Meeting and hold a second meeting for Class B shares approval.

Additionally, Akanda reaffirmed its commitment to developing its pre-revenue Canadian farming property in British Columbia for THC and CBD facilities, though no cultivation has begun yet.

Positive

• Acquisition of established telecommunications infrastructure company in Mexico expands business portfolio
• No immediate share dilution as special shares require shareholder approval
• Maintains Nasdaq Capital Market listing under AKAN symbol

Negative

• Company assumes First Towers' existing debt and liabilities
• Pre-revenue status of Canadian farming operations with no current cultivation
• Complex transaction structure requiring multiple shareholder approvals
• Significant execution risk in managing two different business segments

Insights

M&A Specialist

Akanda acquires First Towers through unique share structure pending shareholder approval, diversifying from pre-revenue cannabis into Mexican telecom infrastructure.

Akanda's acquisition of First Towers & Fiber represents a significant business diversification strategy, as the company moves beyond its pre-revenue cannabis operations into the telecommunications infrastructure sector in Mexico. The transaction structure is notably cautious - instead of immediately issuing common shares, Akanda will issue convertible Class A and Class B Special Shares only after obtaining shareholder approval (with votes scheduled for August 29 and a subsequent meeting). The Class A shares would convert to no more than 19.9% of Akanda's outstanding common shares, with Class B shares converting into the remainder.

The transaction includes Akanda assuming First Towers' existing debt and liabilities, plus issuing a 24-month promissory note to one shareholder. This staggered approval approach suggests potential shareholder concerns about dilution or transaction terms. It's worth noting that while Akanda is expanding into telecommunications, the company explicitly reaffirmed commitment to its original cannabis business - a pre-revenue Canadian farming property intended for THC and CBD facility development.

The dual-business strategy represents a substantial pivot, combining a pre-revenue cannabis operation with telecommunications infrastructure. First Towers' operational status, revenue profile, and debt obligations remain undisclosed, making it impossible to evaluate the financial impact on Akanda. The requirement for two separate shareholder votes and the alternative payment structures suggest a complex transaction with potential integration challenges ahead.

Strategic Business Analyst

This transaction represents a radical strategic pivot for Akanda, merging two seemingly unrelated business models - Canadian cannabis cultivation and Mexican telecommunications infrastructure. The company's unusual emphasis on reaffirming its commitment to its original cannabis business, while simultaneously completing this acquisition, signals a dual-path strategy that raises fundamental questions about focus and resource allocation.

The explicit mention that Akanda has "not yet cultivated any product" from its Canadian property confirms the pre-revenue status of its original business. This context makes the acquisition of First Towers particularly significant, as it introduces an entirely different revenue stream and business model. The telecommunications infrastructure business typically requires substantial capital investment but can generate stable, long-term returns through tower leasing agreements.

The complex transaction structure - with delayed share issuance pending shareholder approval, a promissory note for one shareholder, and assumption of First Towers' existing debt - suggests potential challenges in securing investor support. The need for two separate shareholder meetings (August 29 and a future date) to approve different classes of convertible shares indicates a carefully managed approach to avoid immediate dilution while still completing the acquisition.

This diversification strategy could either be viewed as hedging business risk across unrelated sectors or as a lack of clear strategic direction. Without financial details about First Towers' operations, the immediate impact on Akanda's financial position remains unclear, creating significant uncertainty about the company's near-term trajectory.

First Towers develops, constructs and owns telecommunications infrastructure in Mexico

Akanda Reaffirms its Continued Focus on the Growth of its Pre-Revenue Canadian Farming Property in British Columbia, at which the Company Plans to Develop THC and CBD Facilities

Toronto, Ontario--(Newsfile Corp. - August 22, 2025) - Akanda Corp. (NASDAQ: AKAN) ("Akanda" or the "Company") today announced that it consummated the transactions pursuant to the Share Exchange Agreement, dated March 5, 2025 and as amended to date, with First Towers & Fiber Corp., pursuant to which all of the common shares of First Towers have been acquired by Akanda and in exchange, Akanda will issue to all but one of the former First Towers shareholders a combination of its convertible Class A Special Shares and convertible Class B Special Shares, as, if and when Akanda receives post-closing shareholder approval to issue the Class A Special Shares and Class B Special Shares. In addition, Akanda is issuing a 24-month promissory note to one former First Towers shareholder equal to the value of its First Towers shares acquired by Akanda, and is assuming the existing indebtedness and other liabilities of First Towers.

As a result of the closing, which was effective on August 21, 2025, First Towers became a wholly owned subsidiary of the Company (the "Transaction").

Akanda did not issue any of its common shares as of the closing of the Transaction, as originally contemplated by the Share Exchange Agreement. The Class A Special Shares expected to be issued to the former First Towers shareholders, which would be convertible into no more than 19.9% of Akanda's common shares issued and outstanding at closing, may only be issued after it receives requisite shareholder approval, which is being sought at its upcoming August 29, 2025 Special Meeting of Shareholders. Akanda intends to hold a second special meeting of shareholders to seek approval for the issuance of the Class B Special Shares as part of the Transaction, which are expected to be convertible into the remaining common shares otherwise issuable to the former First Towers shareholders pursuant to the terms of the Share Exchange Agreement.

The Company expects that at the closing of the Transaction, its common shares will continue to be listed on the Nasdaq Capital Market under AKAN.

Other Information

Additional information about the closing of the Transaction, including amendments to the Share Exchange Agreement, will be provided in a Report on Form 6-K to be filed by Akanda with the U.S. Securities and Exchange Commission and available at www.sec.gov.

Reaffirmation of Existing Akanda Business

The Company reaffirms its commitment to continue its focus on the growth of its pre-revenue Canadian farming property in British Columbia, at which the Company plans to develop THC and CBD facilities. To date, the Company has not yet cultivated any product from this land.

For further information, contact:

AKANDA CORP. GENERAL ENQUIRIES
E: ir@akandacorp.com

Forward-Looking Statements

This press release contains "forward-looking statements." Such statements which are not purely historical (including, but not limited to statements that contain words such as "will," "believes," "plans," "anticipates," "expects," "intends," "would," "could" and "estimates") are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, post-closing obligations of the Company with respect to the Transaction.

Important factors, among others, that may affect actual results or outcomes include: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) risks that could adversely affect the combined company or the expected benefits of the Transaction or that the approval of the stockholders of the Company to authorize and issue the Class A Special Shares and Class B Special Shares, or to approve the Transaction, is not obtained; (iii) failure to realize the anticipated benefits of the Transaction; (iv) the limited operating history of each of the Company and First Towers; (v) the ability of the combined company to grow and manage its growth effectively; (vi) the ability of the combined company to execute its business plans; (vii) estimates of the size of the markets for the combined company's products and services; (viii) the rate and degree of market acceptance of the combined company's products and services; (ix) the Company's ability to identify and integrate acquisitions; (x) future investments in technology and operations; (xi) potential litigation involving the combined company; (xii) risks relating to the uncertainty of the projected financial information with respect to First Towers; (xiii) the effects of competition on the combined company's business; (xiv) developments and changes in laws and regulations; (xv) the impact of significant investigative, regulatory or legal proceedings; (xvi) general economic and market conditions impacting demand for the combined company's products and services; (xvii) the ability to meet Nasdaq's listing standards following the consummation of the Transaction; (xviii) the ability the combined company to raise capital through the issuance of equity or equity-linked securities in the future; and (xix) such other risks and uncertainties as are discussed in the Company's Annual Report on Form 20-F filed with the SEC or in other documents the Company files from time to time with the SEC. Other factors include the possibility that the Company fails to receive required security holder approvals, or the failure of other post-closing conditions. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law. Although the Company believes that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in the Company's reports and statements filed from time-to-time with the Securities and Exchange Commission.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263434

FAQ

What are the terms of Akanda's acquisition of First Towers & Fiber Corp?

Akanda will acquire all First Towers common shares in exchange for convertible Class A and Class B Special Shares, pending shareholder approval. One shareholder will receive a 24-month promissory note. The transaction closed on August 21, 2025.

How will the First Towers acquisition affect AKAN shareholders?

The acquisition requires shareholder approval for issuing Class A Special Shares (convertible up to 19.9% of common shares) and Class B Special Shares. The company will hold two special meetings, with the first scheduled for August 29, 2025.

What is the status of Akanda's Canadian cannabis operations?

Akanda's Canadian farming property in British Columbia remains pre-revenue, with plans to develop THC and CBD facilities. No cultivation has begun at the property yet.

Will AKAN stock continue trading on Nasdaq after the First Towers merger?

Yes, Akanda's common shares will continue to be listed on the Nasdaq Capital Market under the symbol AKAN following the transaction.

What are the main risks associated with AKAN's First Towers acquisition?

Key risks include assumption of First Towers' debt and liabilities, requirement for shareholder approvals, potential integration challenges, and managing two distinct business segments (telecommunications and cannabis).