Core Viewpoint - Amaya Big Sky Capital Corp. is progressing with its proposed Qualifying Transaction with Flight Food & Beverage Partners Inc., having received conditional acceptance from the TSX Venture Exchange [1][2]. Group 1: Transaction Details - The Company has filed a Filing Statement on December 29, 2025, detailing the Transaction and providing disclosures about both Amaya and Flight [2][4]. - Completion of the Transaction is contingent upon receiving all necessary regulatory approvals and satisfying customary closing conditions [3][7]. - The shares of Amaya were halted on September 18, 2024, and will remain halted until the Transaction is completed [3]. Group 2: About Flight Food & Beverage Partners Inc. - Flight is a private company focused on investing, acquiring, and operating businesses in the food and beverage sector, with a strategy targeting beverage companies with strong brand reputations [5]. - Flight owns a craft beer brewery, real estate, and a portfolio of equity investments in established brands within the food and beverage industry [5]. - The company aims to lead the craft beverage sector by creating a scalable ecosystem that delivers innovative, high-quality products [5]. Group 3: About Amaya Big Sky Capital Corp. - Amaya is classified as a Capital Pool Company under TSX-V Policy 2.4 and has not commenced commercial operations, holding no assets other than cash [6].

Core Viewpoint - Amaya Big Sky Capital Corp. has amended its business combination agreement with Flight Food & Beverage Partners Inc. in connection with its proposed qualifying transaction, which includes changes to share consolidation and subdivision ratios, as well as leadership adjustments [1][2][4][5][7]. Summary of Key Points Transaction Details - The transaction will now proceed under an amended business combination agreement dated October 2, 2025 [2]. - Amaya will be renamed "Flight Beverage Partners Inc." upon closing of the transaction, instead of "Flight Food & Beverage Partners Inc." as previously planned [3]. Share Consolidation and Subdivision - Amaya will consolidate its shares at a ratio of one post-consolidation share for every 2.93505 pre-consolidation shares, a change from the original ratio of one for every 1.4675 [4]. - Flight will subdivide its shares at a ratio of 1.277778 post-subdivision shares for every one pre-subdivision share, compared to the original ratio of 1.5896 [5]. Financing and Capitalization - Flight is expected to complete a non-brokered private placement financing of at least 6,666,667 units at a price of $0.30 per unit, aiming for gross proceeds of no less than $2,000,000 [6]. - Following the transaction, approximately 28,666,667 Amaya Shares are anticipated to be issued, with former Amaya shareholders holding about 6.98% and former Flight shareholders holding approximately 69.77% of the resulting issuer shares [10]. Leadership Changes - Arne Gulstene will resign from Amaya's board and be replaced by Jordan Melville, who has extensive experience in food manufacturing and franchising [7]. - The new board will include Robert Meister as CEO, Dana Sissons as COO, and Patrick O'Flaherty as CFO, among others [8]. Conditions and Approvals - The transaction is subject to various conditions, including shareholder and regulatory approvals, and the completion of the concurrent financing [12][15].