FG ACQUISITION CORP. ANNOUNCES SHAREHOLDER APPROVAL OF ALL RESOLUTIONS IN CONNECTION WITH ITS QUALIFYING ACQUISITION

TORONTO, June 29, 2023 /CNW/ - FG ACQUISITION CORP. (TSX: FGAA.U) (TSX: FGAA.WT.U) (the "Corporation") announced today that all the resolutions put to shareholders at the Corporation's special meeting of shareholders (the "Meeting") held virtually on June 29, 2023, were approved. The Meeting was held in connection with the Corporation's proposed qualifying acquisition with Think Financial Group Holdings Limited (the "Qualifying Acquisition").

The Corporation announced that (a) the resolution to amend the Notice of Articles and Articles of Corporation, in one or more amendments, to: (i) provide that the Class B shares of the Corporation automatically convert into common shares, rather than proportionate voting shares, upon closing of the Qualifying Acquisition; (ii) create a class of preferred shares, issuable in series; and (iii) remove the Class A restricted voting shares, Class B shares and proportionate voting shares of the Corporation, and (b) the resolution to authorize the board of directors to adopt an omnibus incentive plan, were each approved by the affirmative vote of 88.9% and 87.2%, respectively, of the votes represented at the Meeting. Each of the foregoing resolutions are conditional upon closing of the Qualifying Acquisition. In addition, the resolution to extend the date by which the Corporation has to consummate a qualifying acquisition from July 5, 2023 to July 5, 2024 was approved by the affirmative vote of 97.3% of the votes represented by the holders of the Class A restricted voting shares of the Corporation at the Meeting.

A copy of the complete report on voting at the Meeting is available under the Corporation's profile on SEDAR at www.sedar.com.

About FG Acquisition Corp.

FG Acquisition Corp. is a special purpose acquisition company incorporated under the laws of the Province of British Columbia for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving the Corporation that will qualify as its "qualifying acquisition". For more information regarding the Corporation, see the Corporation's most recent annual information form, financial statements, management's discussion & analysis and other continuous disclosure documents periodically filed on SEDAR.

Forward–Looking Statements

This press release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events. Forward–looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Corporation's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward–looking information. The Corporation does not undertake any 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 FG Acquisition Corp.

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