// NOT FOR DISTRIBUTION TO
UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES //
KELOWNA, BC, Feb. 11, 2021 /CNW/ - Spartan Acquisition
Corp. (TSXV: VDKA.P) (the "Company" or "Spartan"), a
capital pool company, and Forbidden Distillery Inc.
("Forbidden") are pleased to announce that Forbidden has
completed a first tranche of its previously announced private
placement of subscription receipts (the "Subscription
Receipts") for aggregate gross proceeds of approximately
$1.35 million (the "Concurrent
Financing"). The Concurrent Financing is required to be
completed by Forbidden in connection with the previously announced
business combination between Spartan and Forbidden (the
"Proposed Transaction") to create a new entity to be called
"Forbidden Spirits Distilling Corp.", the shares of which
are anticipated to be listed on the TSX Venture Exchange (the
"Exchange") under the ticker symbol "VDKA".
Forbidden CEO Blair Wilson
commented that "We are delighted with the progress made to date
and with the continued interest in both this current Subscription
Receipt financing as well as in our flagship ultra-premium REBEL
Vodka brand from companies such as Carrefour S.A. in
Romania and Auchan S.A. in
France."
Forbidden issued an aggregate of 4,515,333 Subscription Receipts
at a purchase price of $0.30 per
Subscription Receipt for aggregate gross proceeds of $1,354,599.90. Each Subscription Receipt
entitles the holder thereof to receive, without payment of any
additional consideration and without further action on the part of
each subscriber, subject to adjustment, one unit of Forbidden (a
"Unit") in accordance with the terms of a subscription
receipt agreement entered into between Spartan, Forbidden and TSX
Trust Company (the "Subscription Receipt Agreement"),
including the satisfaction or waiver of the escrow release
conditions described in the Subscription Receipt Agreement (the
"Escrow Release Conditions").
Upon the closing of the Proposed Transaction, the Units issued
pursuant to the conversion of the Subscription Receipts will be
automatically exchanged for one common share (a "Resulting
Issuer Share") in the capital of the Resulting Issuer (as
defined in Exchange policy 2.4) and one-half of one Resulting
Issuer Share purchase warrant (each whole Resulting Issuer Share
purchase warrant, a "Warrant"). Each Warrant will entitle
the holder to acquire one (1) additional Resulting
Issuer Share at a price of $0.50
for a period of two years following the date of issuance. If,
at any time following the issuance of the Warrants, the daily
volume weighted average trading price of the Resulting Issuer
Shares on the Exchange, or such other stock exchange on which the
Resulting Issuer Shares are listed, is greater than $0.75 for the preceding 10 consecutive trading
days, the Resulting Issuer may, upon providing written notice to
the holders of Warrants, accelerate the expiry date of the Warrants
to the date that is 30 days following the delivery of such written
notice.
About Spartan Acquisition Corp.
Spartan is a Capital Pool Company whose principal business is to
identify and evaluate assets or businesses with a view to
completing a Qualifying Transaction. Subject to approval of
the Exchange, Spartan intends the Proposed Transaction to
constitute its Qualifying Transaction.
About Forbidden Distillery Inc.
Forbidden is a Craft Distillery licensed by the province of
British Columbia to manufacture,
market and sell alcohol direct to consumers from its on-line store,
as well as direct to off-premise retail beer, wine and liquor
stores and direct to on-premise restaurant, hotels, pubs, bars,
golf courses and yacht clubs. Forbidden currently ferments,
distills, bottles and distributes such ultra-premium brands
as REBEL Vodka, Eve's Original Gin,
Adam's Apple Brandy, Forbidden Fire, Forbidden Spirits Vodka, and
Wallace Hill Whisky. In response to COVID-19 Forbidden
re-tooled its distillation plant in order to manufacture and supply
front line workers and its community with FREE Serpent Hand &
Surface sanitizer.
Additional information with respect to Forbidden and its
portfolio of ultra-premium spirits can be found on Forbidden's
website at www.ForbiddenSpirits.ca.
Cautionary Note
The Proposed Transaction is subject to a number of conditions
including, without limitation, approval of the Exchange. There can
be no assurance that the Proposed Transaction will be completed as
proposed or at all.
ON BEHALF OF THE BOARD OF DIRECTORS:
Blair Wilson
Chief Executive Officer,
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Spartan'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. The forward-looking statements and information in this
press release include information relating to the Proposed
Transaction (including Exchange approval and the closing of the
Proposed Transaction). Such statements and information reflect the
current view of Spartan. Risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information.
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, the following risks:
- there is no assurance that subsequent tranches of the
Concurrent Financing will be completed or as to the amount of gross
proceeds to be raised in connection with the Concurrent Financing.
In particular, the amount raised may be significantly less than the
amounts anticipated as a result of, among other things, market
conditions and investor behaviour; and
- there is no assurance that Spartan and Forbidden will obtain
all requisite approvals for the Proposed Transaction or fulfill all
the conditions and obligations of the Proposed Transaction
Agreement, including the approval of the Exchange (which may be
conditional upon amendments to the terms of the Proposed
Transaction);
There are a number of important factors that could cause
Spartan's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: currency fluctuations; limited
business history of Spartan; disruptions or changes in the credit
or security markets; disruption of results of operation activities
and development of projects of Forbidden; unanticipated costs and
expenses, and general market and industry conditions.
Spartan cautions that the foregoing list of material factors is
not exhaustive. When relying on Spartan's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Spartan has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF SPARTAN 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 SPARTAN MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any state in which such
offer, solicitation or sale would be unlawful.
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.
SOURCE Spartan Acquisition Corp.
