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Kelowna, BC – TheNewswire - February 11, 2025 — Forbidden Spirits Distilling Corp. (NEX: VDKA - the " Company " or “ Forbidden Spirits ”) provides an update concerning the foreclosure of the property located at 4380 Wallace Hill Road, Kelowna BC (the “ Property ”).
The Company leases a portion of the Property from Apple Orchard RV Ltd. (the “ Landlord ”), an entity that is controlled by related parties of the Company, and operates its business from the Property.
On November 4, 2024, the Supreme Court of British Columbia issued an order (the “Order”) providing, among other things, that the Property be offered for sale free and clear of all encumbrances and granting Instafund Mortgage Management Corp. (the “ Creditor ”) exclusive conduct of the sale of the Property.
As a consequence of the Order, the Company understood that the Creditor or any purchaser of the Property could require vacate possession of the Property, which would result in the Company ceasing to be able to continue its operations on the Property. The Company also understood that it may be required by law to also abandon certain of its assets that are deemed to be fixtures of the Property. In light of the foregoing, on December 17, 2024, the Company entered into a Memorandum of Understanding with the Creditor, the Landlord and Blair Wilson and Kelly Wilson (each an insider of the Company and also the sole shareholders of the Landlord) pursuant to which the Company agreed that it would cooperate in good faith in furtherance of the sale of the Property and granted the Creditor the right, though not the obligation, to sell all or substantially all of the Company’s assets in the sale of the Property, including all equipment used by the Company in relation to its business and located upon the Property (the “ Company’s Fixtures ”), as well as all licenses, operating systems, stock in trade, work in progress and all goodwill, including all marks and brands associated with the Company (the “ Company’s Other Assets ”).
On January 23, 2025, the Creditor accepted an offer to purchase the Property and the Company’s Fixtures (the “ Offer ”). The Offer, which remains subject to court approval, stipulates that the purchaser will not assume any existing leases or tenancies relating to the Property and requires vacant possession of the Property. The Offer also contemplates that the purchaser will not acquire any of the Company’s Other Assets. It is anticipated that on or about February 19, 2025, the Creditor will seek an order from the Supreme Court of British Columbia approving the sale of the Property and the Company’s Assets on the terms set out in the Offer and that the Company will then be required to vacate the Property on or before March 6, 2025.
Assuming that the Offer receives the required court approval and the Company cannot come to an agreement with the purchaser allowing the Company to continue operations on the Property, the Company will be required to source an alternative location from which to operate its business. Any such disruption in the Company’s operations would have a material and adverse effect on the Company. Moreover, the Company would need to acquire new assets to replace the Company’s Fixtures. The Company does not have the financial resources to acquire such assets and the Company can provide no assurance that it will be able to raise sufficient funding to do so in the future.
The Company continues to be subject to a failure to file cease trade order (the “ FFCTO ”) that was issued by the British Columbia Securities Commission (the “ BCSC ”) against the Company on May 8, 2023 for failing to file certain outstanding continuous disclosure documents in a timely manner. On July 9, 2024, the BCSC granted the Company a partial revocation order which permitted the Company to raise a limited amount of funds, the amounts raised were not sufficient to enable the Company to complete all rectification matters required to seek a full revocation order of the FFCTO. The Company can provide no assurance that it will be able to raise additional funding in the future and, at this time, does not anticipate being in a position to rectify its continuous disclosure record, seek a full revocation of the FFCTO and apply to the TSX Venture Exchange to return to trading.
ON BEHALF OF THE BOARD OF DIRECTORS:
Blair Wilson
Chairman and CEO
Email: blair@forbiddenspirits.ca
Phone: (250) 317-0996
Forward-Looking Information
This press release contains forward-looking statements and information based on the beliefs of management and reflects the Company’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. Forward-looking statements and information in this press release include information relating to the anticipated sale of the Property and the Company’s Fixtures, the requirement for the Company to vacate the Property and the expected consequences of sale of the Property, the Company’s ability to raise financing and seek a revocation order, and all other statements that are not historical in nature. There can be no assurance that such statements will prove to be accurate or the terms and conditions upon which a transaction will occur or if a transaction will occur at all. S uch statements represent the Company’s current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY 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 THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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