/NOT FOR DISTRIBUTION TO
Forbidden CEO
Forbidden issued an aggregate of 2,134,670 Subscription Receipts at a purchase price (or, in the case of the Securities for Debt, a deemed purchase price) of
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
About
Spartan is a
About
Forbidden is a
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:
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
Neither the
SOURCE
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