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 that it has entered into a non-binding letter
of intent (the “
LOI”) with Flight Food & Beverage
Partners Inc. (“
Flight”), an arm’s length party, dated
September 17, 2024, 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 (as defined below) will be listed on the TSX-V as a Tier 2 –
Industrial issuer.
Pursuant to the Transaction, Amaya will
consolidate its issued and outstanding common shares (the
“Consolidation”), on the basis of one (1) post-Consolidation
common share for every four (4) currently outstanding common
shares, and then acquire all of the issued and outstanding
securities of Flight on the basis of a one (1) for one (1) exchange
ratio, resulting in a reverse takeover of Amaya. Not including
securities of Amaya to be exchanged for those to be issued under
the Concurrent Private Placement (defined below), former
shareholders of Flight will hold, in aggregate, at least 15,600,000
common shares (each, a “Resulting Issuer Share”) of the
combined company (the “Resulting Issuer”), representing
approximately 91.4% of the 17,067,525 Resulting Issuer Shares (on a
non-diluted basis) expected to be outstanding after completion of
the Transaction and the Consolidation.
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.
Our goal is to drive sustainable growth that outperforms the
industry, earning the trust of both consumers and investors.
The following three tables set out certain
financial information respecting Flight and Flight’s two
wholly-owned subsidiaries, Flight Holdings Ltd. (“Flight
Holdings”) and RDO Brewing Ventures Ltd. (“RDO”). Such
information is prepared on an unconsolidated basis as of September
30, 2023 for Flight and Flight Holdings and as of April 30, 2023
for RDO and is in the process of being audited and therefore
subject to change.
Summary financial information of Flight |
As at and for the year ended September 30, 2023
(unaudited) ($) |
Assets |
1,039,657 |
Liabilities |
96,494 |
Revenues |
212,605 |
Net profits (losses) |
56,711 |
Shareholders’ equity |
943,163 |
Summary financial information of Flight Holdings |
As at and for the year ended September 30, 2023
(unaudited) ($) |
Assets |
1,135,093 |
Liabilities |
1,387,319 |
Revenues |
67,226 |
Net profits (losses) |
(248,610) |
Shareholders’ deficit |
(252,226) |
Summary financial information of RDO |
As at and for the year ended April 30, 2023
(unaudited) ($) |
Assets |
477,559 |
Liabilities |
910,207 |
Revenues |
1,041,827 |
Net profits (losses) |
(135,644) |
Shareholders’ deficit |
(432,648) |
The Transaction
The LOI anticipates that the Transaction will be
effected through an amalgamation, arrangement agreement, or similar
structure that will result in Flight becoming a wholly-owned
subsidiary of the Company or otherwise combining its corporate
existence with that of the Company. The final structure and form of
the Transaction remains subject to satisfactory tax, corporate and
securities law advice for both the Company and Flight and will be
set forth in a definitive agreement (the “Definitive
Agreement”) to be entered into among the parties, which will
replace the LOI. Upon completion of the Transaction, the Resulting
Issuer will continue to carry on the business of Flight as
currently constituted.
The Transaction is not a “Non-Arm’s Length
Qualifying Transaction”, as that term is defined in Policy 2.4 of
the TSX-V and consequently, it is expected that the Transaction
will not be subject to approval by Amaya’s shareholders. No
finders’ fees are payable in connection with the Transaction.
Closing of the Transaction is subject to a
number of conditions including but not limited to satisfactory due
diligence investigations, the negotiation and execution of the
Definitive Agreement, receipt of all required shareholder,
regulatory and third-party approvals and consents, including that
of the TSX-V, and satisfaction of other customary closing
conditions. 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.
Concurrent Private Placement
Prior to or concurrent with completion of the
Transaction, the parties will complete a private placement (the
“Concurrent Financing’’) for minimum aggregate gross
proceeds of $2,000,000. The terms and pricing of the Concurrent
Financing will be determined in the context of the market. The
proceeds from the Concurrent Financing are expected to be used to
fund further business acquisitions and general working capital for
the Resulting Issuer. Subject to TSX-V approval, commissions on
proceeds raised may be paid commensurate with industry norms. Once
determined, the terms of the Concurrent Financing will be disclosed
in a separate news release.
Proposed Directors and Senior Management
Team
Upon completion of the Transaction, the
following individuals will comprise the leadership team of the
Resulting Issuer:
Robert Meister Jr. – Director and CEO
Mr. Meister is an accomplished executive known
for his expertise in driving growth through strategic leadership,
transformative M&A activities, and securing vital capital. His
impressive track record includes playing a pivotal role in M&A
activities, including the $189 million Alpha Minerals Inc. to
Fission Uranium Corp. transaction, and raising over $250 million in
funding for various companies. With extensive executive experience,
he has held leadership positions as CEO, COO, Secretary and
Director in both private and publicly traded entities listed on the
TSX, CSE, and Cboe Canada (fka. NEO) exchanges.
Dana Sissons – Director and COO
Mr. Sissons is a senior-level marketing and
communications professional with more than 15 years of experience
in the consumer, technology, and corporate sectors. He brings a
track record of building and growing international brands through
strategic partnership planning, multi-channel storytelling, and
strategic partnerships. Over his career, Mr. Sissons has served in
leadership roles for prominent companies including but not limited
to Electronic Arts Inc., Microsoft Corporation and Bell Canada (BCE
Inc.)
Patrick O’Flaherty – Director and CFO
Mr. O’Flaherty is a Chartered Accountant and a
CFA Charterholder. He has over 15 years of experience working in
financial services, with specific focus on accounting and wealth
management, and has worked with some of the largest companies in
Canada, including but not limited to Shaw Communications Inc.,
Royal Bank of Canada, and CIBC Wood Gundy. He currently acts as CFO
and director for several public and private Canadian
corporations.
Gerald Kelly – Director
Mr. Kelly is a licensed Exempt Market Dealer and
Vice President at Intrynsyc Capital Corp. and serves as a director
for several public and private Canadian companies. He has over 20
years of experience in Real Estate and has considerable knowledge
in the areas of land acquisition and project marketing, where he
has created and executed numerous sales and marketing
campaigns.
Arne Gulstene – Director
Mr. Gulstene is a director of Amaya and
previously served as Head of TSX Company Services at the TMX Group
from September 2007 to November 2023. He holds an MBA in Financial
Services from Dalhousie University, an ICD.D designation from the
Institute of Corporate Directors and a GPC.D designation from the
Governance Professionals of Canada and is a fellow of the Institute
of Canadian Bankers (FICB). Mr. Gulstene has been a director of the
Governance Professionals of Canada since August 2018 and has served
as Vice Chair since 2022 and consults for various private and
public entities. Prior to his role at TMX Group, Mr. Gulstene spent
16 years in banking and financial services. His expertise includes
corporate governance, AI governance, executive management, ESG
strategy, investor relations, disclosure, corporate development and
capital markets.
Ryan Hounjet, CFA – Director
Mr. Hounjet, the CEO and a director of Amaya, is
an experienced entrepreneur and capital markets advisor with a
focus on building start-ups, corporate development, investor
relations and corporate finance in both the Canadian and US public
markets. He worked on the Scotiabank Commercial Banking team from
2019-2022, specializing in commercial lending and providing complex
capital solutions tailored for his clients’ needs while building
deep, trusting relationships. Mr. Hounjet then moved into the
public markets with Univest Securities (Canada) in early 2022 to
help launch and develop their Vancouver office. Through Univest,
Mr. Hounjet advised various private companies on capital market
solutions, and provided guidance on public listings on both the
Canadian Securities Exchange and the Nasdaq. Mr. Hounjet holds a
B.Sc. from the University of British Columbia and holds the
Chartered Financial Analyst designation.
Robert Meister Sr. – Advisor
Mr. Meister has 50 years of executive
experience. As Merchandise Manager at Taymor Industries Ltd., he
grew the Leisure Products Division to become one of two major
brands with a sales force across Canada and distribution warehouses
in Vancouver and Toronto. Mr. Meister joined Boston Pizza
International Inc. (“Boston Pizza”) and, as Director of
Franchising, helped grow the business and more than doubled the
number of operating stores. Upon leaving Boston Pizza, Mr. Meister
founded and operated Franchise Sales Associates Proprietorship
(“FSA”), which provided services to new and emerging
franchise and business concepts. Mr. Meister also helped LTS
LeaderBoard Corp. develop and launch a golf services franchise,
selling 35 franchises around the world. Mr. Meister then joined
Double S Prefab Homes Ltd. as a Sales & Design Consultant where
he sold and designed, shipped and maintained contact with the
erecting contractors for over 25 homes.
The proposed corporate secretary of the
Resulting Issuer will be disclosed in a separate news release once
determined.
Name Change
Upon completion of the Transaction, it is
anticipated that the Resulting Issuer will continue the business of
Flight under the name “Flight Food & Beverage Partners Inc.” or
a name to be mutually agreed to by Amaya and Flight.
Sponsorship
The Transaction is subject to the sponsorship
requirements of the TSX-V unless an exemption from those
requirements is granted. Amaya intends to apply for an exemption
from the sponsorship requirements; however, there can be no
assurance that an exemption will be obtained. If an exemption from
the sponsorship requirements is not obtained, a sponsor will be
identified at a later date. An agreement to act as sponsor in
respect of the Transaction should not be construed as any assurance
with respect to the merits of the Transaction or the likelihood of
its completion.
Filing Statement
In connection with the Transaction and pursuant
to the requirements of the TSX-V, Amaya intends to file an
information circular/filing statement on its issuer profile on
SEDAR+ (www.sedarplus.com), which will contain relevant details
regarding the Transaction, Amaya, Flight, and the Resulting
Issuer.
Additional Information
Trading in the common shares of Amaya has been
halted, 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 Amaya will resume prior
to the completion of the Transaction. Further details concerning
the Transaction (including additional information regarding Flight)
and other matters will be announced when a Definitive Agreement is
reached.
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 OfficerTelephone:
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 LOI. 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 LOI or Definitive Agreement
(which has not or may not be entered into between Amaya and Flight)
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.
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