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Forbidden Spirits applies for partial revocation of CTO

2024-07-08 20:14 ET - News Release

Mr. Blair Wilson reports

FORBIDDEN SPIRITS ANNOUNCES APPLICATION FOR PARTIAL REVOCATION

Forbidden Spirits Distilling Corp. has applied to the British Columbia Securities Commission (the BCSC) and the Ontario Securities Commission (the OSC) for a partial revocation of the failure to file cease trade order (the FFCTO) that was issued by the BCSC against the company on May 8, 2023, for failing to file certain outstanding continuous disclosure documents in a timely manner (the partial revocation order).

If the partial revocation order is granted, the company intends to complete a private placement of convertible notes for aggregate gross proceeds of up to a maximum of $500,000. The convertible notes shall be issued in aggregate principal amounts of $1,000 and be convertible at the option of the holder into common shares in the capital of the company at a price of one cent per common share, subject to the approval of the TSX Venture Exchange. The convertible notes will not be convertible into common shares until the company has received a full revocation of the FFCTO and has also completed a consolidation of its common shares on a one-(new)-for-10-(old) basis.

The company intends to use the proceeds from the private placement to prepare and file outstanding financial statements and continuous disclosure records, pay outstanding related fees and penalties, meet certain financial obligations and to continue operations until it can apply for and receive a full revocation of the FFCTO. If and when the private placement is completed, and the company has filed all such outstanding financial statements and continuous disclosure records, the company intends to apply for a full revocation of the FFCTO and ask that trading of its common shares on the exchange be reinstated.

In accordance with applicable securities legislation, the convertible notes to be issued pursuant to the private placement (and the common shares issuable on conversion of the convertible notes) will be subject to a hold period of four months and a day from the closing date of the private placement.

All of the company's securities, including the securities issued in connection with the private placement, will remain subject to the FFCTO until such order is fully revoked. The granting of the partial revocation order by the BCSC does not guarantee the issuance of a full revocation order in the future.

About Forbidden Spirits Distilling Corp.

Forbidden Spirits is a fast-growing craft distillery and trades under the ticker symbol VDKA on the TSX Venture Exchange.

We seek Safe Harbor.

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