Not Intended For Distribution To United States News Wire Services Or For Dissemination In The United States
Kelowna, BC, January 24, 2023 — Forbidden Spirits Distilling Corp. (TSX.V: VDKA – the “Company” or “Forbidden Spirits“), a fast-growing craft distillery headquartered in Kelowna, British Columbia, announces that it has entered into a binding share purchase agreement (the “Agreement“) to acquire all of the issued and outstanding securities of Alberta-based 1593688 Alberta Ltd., an arm’s length distiller, for an aggregate purchase price of approximately $3.2 million dollars, subject to adjustment, and payable as to approximately $1.6 million in cash and as to approximately $1.6 million through the issuance of 6,400,000 common shares in the capital of the Company, representing a deemed price of $0.25/share (the “Proposed Transaction“).
Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to: (i) the completion of satisfactory due diligence by the Company, (ii) receipt of all requisite regulatory approvals, including the approval of the TSX Venture Exchange (the “Exchange“) and/or governmental authorizations and consents, and (iii) the Company obtaining the requisite financing on terms and conditions satisfactory to the Company. Provided that all closing conditions are satisfied, the Proposed Transaction is expected to close in the first half of 2023. There can be no assurance that the Proposed Transaction will be completed on the terms contained herein or at all.
There are no finder’s fees payable by the Company in connection with the Proposed Transaction.
Forbidden Spirits is a fast-growing craft distillery and trades under the ticker symbol VDKA on the TSX Venture Exchange.
Forbidden Spirits currently manufactures and distributes a portfolio of ultra-premium brands including:
Additional information with respect to Forbidden
Spirits and its portfolio of ultra-premium spirits can be found on Forbidden Spirits’ website at www.forbiddenspirits.ca.
Blair Wilson Chairman and CEO
Email: [email protected] Phone: (250) 317-0996
This press release contains forward-looking statements and information based on the beliefs of management and reflects the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
Forward-looking statements in this document include statements regarding the Company’s expectations regarding the terms the use of the proceeds from the private placement, the receipt of required regulatory approvals, and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Such factors include, among others, that there is no assurance that Forbidden Spirits will obtain the requisite regulatory approvals for the Proposed Transaction, including those required from the Exchange; or that the Proposed Transaction will close on the terms anticipated or at all.
Such forward-looking statements are based on a number of assumptions including, but not limited to the economy generally; the COVID-19 pandemic; adverse industry events; the receipt of required regulatory approvals and the timing of such approvals; consumer interest in the services and products of the Company; financing; competition; and anticipated and unanticipated costs. Although the Company has 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 not to be as anticipated, estimated or intended.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Neither the 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 press release.