NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, Dec. 17, 2024 (GLOBE NEWSWIRE) -- Amaya Big Sky Capital Corp. ("Amaya" or the "Company") (TSX-V: AMYA.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce today, further to its press release dated September 19, 2024, that it has executed a definitive business combination agreement (the "Definitive Agreement") with Flight Food & Beverage Partners Inc. ("Flight"), an arm's length party, and 1515959 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of the Company, in respect of a proposed reverse takeover transaction (the "Transaction") intended to constitute Amaya's "qualifying transaction", as defined under Policy 2.4 of the TSX-V. Upon completion of the Transaction, subject to receipt of all requisite approvals, it is anticipated that the resulting issuer will be listed on the TSX-V as a Tier 2 - Industrial issuer.
Definitive Agreement
The Definitive Agreement provides, among other things, that, on or before closing of the Transaction:
- Amaya will consolidate (the "Consolidation") its issued and outstanding common shares, on the basis of one (1) post-Consolidation common share for every 1.4675 pre-Consolidation common shares;
- Flight will subdivide (the "Subdivision") its issued and outstanding common shares, on the basis of one (1) post-Subdivision common share for every 0.62609 pre-Subdivision common shares;
- Flight will complete a private placement (the "Concurrent Financing") for minimum aggregate gross proceeds of $2,000,000, through the issuance of subscription receipts of Flight at a price of $0.30 per Subscription Receipt, each Subscription Receipt to be automatically convertible, for no additional consideration, into one post-Subdivision common share of Flight upon satisfaction of certain conditions relating to the completion of the Transaction;
- the Company, Flight and Subco will complete a three-cornered amalgamation in accordance with the provisions of the Business Corporations Act (British Columbia), whereby Subco will amalgamate with Flight to form a single, wholly-owned subsidiary of the Company, resulting in a reverse takeover of the Company by the shareholders of Flight; and
- the Company will change its name to "Flight Food & Beverage Partners Inc." or such other name mutually agreed to by Amaya and Flight.
Expected Capitalization
Upon completion of the Transaction:
- former shareholders of Flight will hold 24,999,872 common shares of the Company (each, a "Resulting Issuer Share"), representing approximately 70.1% of the outstanding Resulting Issuer Shares*;
- former shareholders of the Company will hold 4,000,068 Resulting Issuer Shares, representing 11.2% of the outstanding Resulting Issuer Shares*; and
- subscribers in the Concurrent Financing will hold 6,666,667 Resulting Issuer Shares, representing 18.7% of the outstanding Resulting Issuer Shares*.
*Based on 35,666,607 Resulting Issuer Shares expected to be outstanding after completion of the Transaction and the Concurrent Financing (assuming a $2 million raise).
Halt and Conditions Precedent
Trading in the common shares of the Company was halted on September 18, 2024, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the TSX-V. There can be no assurance that trading of common shares of the Company will resume prior to the completion of the Transaction.
The Definitive Agreement contains a number of conditions including but not limited to the completion of satisfactory due diligence investigations by the parties (to be completed no later than January 31, 2025), receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the TSX-V, completion of the Concurrent Financing and reconstitution of the Company's board of directors and leadership team to reflect the following:
- Robert Meister - Director and Chief Executive Officer;
- Dana Sissons - Director and Chief Operating Officer;
- Patrick O'Flaherty - Chief Financial Officer and Corporate Secretary;
- Gerald Kelly - Director;
- Arne Gulstene - Director; and
- Ryan Hounjet - Director.
The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
About Flight Food & Beverage Partners Inc.
Flight is a private company incorporated under the Business Corporations Act (British Columbia) on December 3, 2019 and is a growth-oriented company focused on investing, acquiring, and operating businesses in the food and beverage sector. Flight's strategy involves targeting beverage companies with strong brand reputations and top-selling SKUs. Flight currently owns, a craft beer brewery, real estate, and a portfolio of equity investments in established brands in the food & beverage sector. Flight strives to lead the craft beverage sector by building a scalable ecosystem that delivers innovative, high-quality products appealing to a broad spectrum of customers. Flight's goal is to drive sustainable growth that outperforms the industry, earning the trust of both consumers and investors.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
About Amaya Big Sky Capital Corp.
Amaya is a Capital Pool Company within the meaning of TSX-V Policy 2.4, has not commenced commercial operations, and has no assets other than cash.
For further information, please contact:
Ryan Hounjet, Director and Chief Executive Officer
Telephone: 403-542-6215
Forward Looking Statements and Disclaimers
The information provided in this press release regarding Flight has been provided to Amaya by Flight and has not been independently verified by Amaya.
Completion of the Transaction is subject to a number of conditions including but not limited to TSX-V acceptance, and if applicable pursuant to TSX-V policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied and that the Transaction and the Concurrent Financing will be completed on the terms set forth in the Definitive Agreement. Although Amaya and Flight consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the Definitive Agreement or at all and that sufficient funds may not be raised pursuant to the Concurrent Financing. Although Amaya and Flight believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Amaya and Flight disclaim any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
