AMAYA BIG SKY CAPITAL ANNOUNCES AMENDMENTS TO THE TERMS OF ITS PROPOSED QUALIFYING TRANSACTION

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Vancouver, BC, Oct. 02, 2025 (GLOBE NEWSWIRE) -- 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”), announces that, further to its news releases dated September 19, 2024 and December 17, 2024, it has amended several of the terms of its business combination agreement dated December 13, 2024 (the “Original Business Combination Agreement”) with Flight Food & Beverage Partners Inc. (“Flight”), in connection with its proposed qualifying transaction (as defined under Policy 2.4 of the TSX-V) (the “Transaction”).

The Transaction will now be carried out pursuant to the terms of an amended and restated business combination agreement dated October 2, 2025 (the “Amended Business Combination Agreement”). Below is a summary of certain updated terms of the Transaction under the Amended Business Combination Agreement.

Updates to the Terms of the Transaction

On closing of the Transaction, Amaya will be renamed “Flight Beverage Partners Inc.” or such other similar name as may be approved by Amaya and Flight. Previously, it was anticipated that Amaya would be renamed “Flight Food & Beverage Partners Inc.”.

In connection with the proposed Transaction, Amaya will effect a consolidation (the “Consolidation”) of its outstanding common shares (each, an “Amaya Share”) on the basis of one (1) post-Consolidation Amaya Share for each 2.93505 pre-Consolidation Amaya Shares (the “Consolidation Ratio”). Under the Original Business Combination Agreement, the consolidation ratio contemplated was one (1) post-consolidation Amaya Share for every 1.4675 pre-consolidation Amaya Share.

In connection with the proposed Transaction, Flight will effect a subdivision (the “Subdivision”) of its outstanding common shares (each, a “Flight Share”) on the basis of 1.277778 post-Subdivision Flight Shares for every one (1) pre-Subdivision Flight Share (the “Subdivision Ratio”). Under the Original Business Combination Agreement, the subdivision ratio contemplated was 1.5896 pre-subdivision Flight Shares for every one (1) post-subdivision Flight Share.

Prior to the completion of the Transaction, Flight is expected to complete a non-brokered private placement financing (the “Concurrent Financing”) of a minimum of 6,666,667 units (the “Flight Units”) at a price of $0.30 per Flight Unit, for gross proceeds of no less than $2,000,000. Each Flight Unit will be composed of one (1) post-Subdivision Flight Share and one-half of one (1/2) post-Subdivision warrant (each, a “Flight Warrant”), with each whole Flight Warrant exercisable into one (1) post-Subdivision Flight Share (or, following completion of the Transaction, one (1) post-Consolidation Amaya Share), at an exercise price of $0.50 for a period of 24 months from issuance date of the Flight Warrant. Previously, Flight was expected to complete a non-brokered private placement financing of subscription receipts of Flight, each subscription receipt to be automatically convertible, for no additional consideration, into one post-Subdivision Flight Unit upon satisfaction of certain conditions relating to the completion of the Transaction.

In connection with the Transaction, among other members of Amaya’s leadership, Arne Gulstene will resign from the board of directors of Amaya and will be replaced by Jordan Melville. The Original Business Combination Agreement contemplated Arne Gulstene continuing to serve as a director of the Company following completion of the Transaction. Mr. Melville is a Canadian businessman with decades of experience in food manufacturing, distribution and franchising. Previously, he worked with the executive team at the Boston Pizza franchise, providing strategic direction and leading the opening of over 400 locations across North America.

The board and management of the Resulting Issuer will now be composed of the following persons: Robert Meister (CEO and director), Dana Sissons (COO and director), Patrick O’Flaherty (CFO, Corporate Secretary and director), Gerald Kelly (director), Jordan Melville (director) and Ryan Hounjet (director).

Under the Amended Business Combination Agreement, completion of the Transaction is no longer subject to the completion of satisfactory due diligence investigations by the parties.

All other material terms of the Original Business Combination Agreement are expected to remain the same. For further information regarding the Transaction and the Original Business Combination Agreement, please see the Company’s news releases dated September 19, 2024 and December 17, 2024.

Expected Capitalization

It is anticipated that immediately following completion of the Transaction, and assuming the minimum Concurrent Financing: (a) an aggregate of approximately 28,666,667 Amaya Shares will be issued and outstanding on an undiluted basis (each, a “Resulting Issuer Share”), (b) former Amaya shareholders will hold 2,000,000 Resulting Issuer Shares, representing approximately 6.98% of the issued and outstanding Resulting Issuer Shares; (c) former Flight shareholders will hold 20,000,000 Resulting Issuer Shares, representing approximately 69.77% of the issued and outstanding Resulting Issuer Shares; and (d) subscribers under the Concurrent Financing will hold 6,666,667 Resulting Issuer Shares, representing approximately 23.26% of the issued and outstanding Resulting Issuer Shares.

Halt and Conditions Precedent

Trading in the common shares of the Company was halted on September 18, 2024, 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 the Company will resume prior to the completion of the Transaction.

The Amended Business Combination Agreement contains a number of conditions including, but not limited to, receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the TSX-V, and completion of the Concurrent Financing. 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.

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. Flight’s goal is to drive sustainable growth that outperforms the industry, earning the trust of both consumers and investors.

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 Officer
Telephone: 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 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.

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 Amended Business Combination Agreement. 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 Amended Business Combination Agreement 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.

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