AMYA.P Amaya Big Sky Capital Corp

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.