/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES/
KELOWNA, BC, April 28, 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 its previously announced private placement (the
"Concurrent Financing") of subscription receipts (the
"Subscription Receipts") for total aggregate gross proceeds
of approximately $3,600,000,
including the repayment of a total of $607,594 in debt (the "Securities for
Debt").
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". It is a condition to the completion
of the Amalgamation that Forbidden complete a concurrent financing
for aggregate gross proceeds of a minimum of $3,600,000 and up to maximum gross proceeds of
$4,500,000.
Forbidden CEO Blair Wilson
commented that "We are happy to reach our goal of raising
$3.6 million dollars and we look
forward to the progress we can make expanding our portfolio of
ultra-premiums spirits in Canada
and overseas."
Forbidden has issued an aggregate total of
12,000,000 Subscription Receipts at a purchase price (or, in
the case of the Securities for Debt, a deemed purchase price) of
$0.30 per Subscription Receipt for
aggregate gross proceeds of $3,600,000 which includes the repayment of
$607,954 in debt owing to a related
party. 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.
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.
Updated CPC Policy
The Company also announces that, due to changes made to the
Exchange's Policy 2.4 - Capital Pool Companies, which become
effective as at January 1, 2021 (the
"Updated CPC Policy"), the Company intends to implement
certain amendments to align its policies with the Updated CPC
Policy.
Pursuant to the Updated CPC Policy, in order for the Company to
align certain of its policies with the Updated CPC Policy it is
required to obtain the approval of disinterested shareholders of
the Company. As a result, the Company will be seeking such
approval at its next annual general and special meeting of
shareholders (the "Meeting"), for the following matters: (i)
to remove the consequences of failing to complete a Qualifying
Transaction within 24 months of the Company's date of listing on
the Exchange (the "Listing Date"); and (ii) to amend the
escrow release conditions and certain other provisions of the
Company's escrow agreement dated February 4,
2020 among the Company, TSX Trust Company and certain
shareholders of the Company (the "Escrow Agreement"). These
proposed amendments are described in further detail below.
Removal of the Consequences of Failing to Complete a QT
within 24 Months of the Listing Date
Under the Exchange's former Policy 2.4 – Capital Pool
Companies (as at June 14, 2010) (the "Former
Policy") there are certain consequences if a QT was not
completed within 24 months of the Listing Date. These consequences
included a potential for Shares to be delisted or suspended, or,
subject to the approval of the majority of the Company's
shareholders, transferring Shares to list on the NEX and cancelling
certain seed shares. The Updated CPC Policy has removed these
consequences assuming disinterested shareholder approval is
obtained. The Company intends to ask disinterested shareholders to
approve the removal of such consequences at the Meeting, as it
believes that it will afford the Company greater flexibility to
complete a QT that is beneficial to all interested parties and will
also allow the Company to better withstand market volatility.
Amendments to the Escrow Agreement
The Company intends to ask disinterested shareholders to approve
the Company making certain amendments to the Escrow Agreement,
including allowing the Company's escrowed securities to be subject
to an 18 month escrow release schedule as detailed in the Updated
CPC Policy, rather than the current 36 month escrow release
schedule in the Former Policy. In addition, the Company wishes to
amend the Escrow Agreement such that all options granted prior to
the date the Exchange issues a final bulletin for the QT ("Final
QT Exchange Bulletin") and all Shares that were issued upon
exercise of such options prior to the date of the Final QT Exchange
Bulletin will be released from escrow on the date of the Final QT
Exchange Bulletin, other than options that (a) were granted prior
to the initial public offering with an exercise price that is less
than the issue price of the Shares issued in the initial public
offering and (b) any Shares that were issued pursuant to the
exercise of such options, which will be released from escrow in
accordance with the 18 month escrow release schedule as detailed in
the Updated CPC Policy.
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 distillery licensed by the province of
British Columbia to manufacture,
market and sell spirits direct to consumers from its on-line store,
as well as direct to off-premises retail liquor stores and
direct to on-premises restaurants, hotels, pubs, bars, golf courses
and yacht clubs. Forbidden currently ferments, distills, bottles
and distributes a portfolio of ultra-premium brands including:
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 surrounding 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.
Spartan and Forbidden continue to work diligently toward the
completion of the Proposed Transaction, including with respect to
the preparation of the materials required to be submitted to the
Exchange and, ultimately, to shareholders for their consideration.
The parties currently anticipate that the Proposed Transaction will
be completed in the third quarter of fiscal 2021.
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 receipt of the requisite approvals for the
Proposed Transaction, the closing of the Proposed Transaction and
the timing thereof). 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 risk that Spartan and
Forbidden do not 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, the COVID-19 pandemic 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.
