AMAYA BIG SKY CAPITAL ANNOUNCES TERMINATION OF PROPOSED QUALIFYING TRANSACTION WITH FLIGHT FOOD & BEVERAGE PARTNERS

On May 19, 2026, Amaya Big Sky Capital Corp. announced the mutual termination of its proposed qualifying transaction with Flight Food & Beverage Partners Inc. This deal, first disclosed in September 2024 and most recently conditionally accepted by the TSX Venture Exchange in December 2025, was intended to constitute Amaya’s “qualifying transaction” to transition it from a Capital Pool Company (CPC) to a regular-listed operating business. The termination agreement, dated May 19, 2026, cancels the amended and restated business combination agreement and all prior amendments. Amaya now has no operating business, no assets beyond cash, and must seek a replacement acquisition target to complete a qualifying transaction, or face the risk of dissolution or transfer to the NEX board if it cannot do so within the permitted timeline. Shares remain halted since September 18, 2024.

The termination is material and negative for existing shareholders. A CPC’s sole purpose is to complete a qualifying transaction; without one, the company is essentially a cash shell with no path to generating value. The prior conditional acceptance and filing statement had signaled that the Flight transaction was near closing, likely pricing in some expectation of transformation into an operating food-and-beverage business. Pulling the plug now destroys that prospect and resets the clock on the CPC’s mandatory timeline (typically 24 months from listing, with extensions possible). Key concerns: - Loss of visibility: No details on why the deal failed, leaving shareholders in the dark about the feasibility of future targets. - Cash erosion: While Amaya holds cash, it has no revenue; ongoing administrative costs and search costs will eat into that cash, diluting future per-share value. - Regulatory risk: Failure to complete a qualifying transaction within the prescribed period could force the company to delist or move to the NEX, which typically results in deeply impaired share prices. - Share halt extended: With no deal, the share halt continues indefinitely, trapping existing holders and preventing price discovery. The earlier news of conditional acceptance (December 2025) was neutral to slightly positive, as it showed progress, but the termination wipes out that progress entirely. The most recent release provides no offsetting positive news (e.g., a new letter of intent, a backstop investor). Thus, the overall impact is clearly negative and material.

Amaya Big Sky Capital Corp. is a Capital Pool Company listed on the TSX Venture Exchange. It has not commenced commercial operations and holds no assets other than cash. Its flagship “project” is the search for and completion of a qualifying transaction – essentially, acquiring or merging with an operating business to graduate from CPC status. The now-terminated deal with Flight Food & Beverage Partners Inc. was that intended transaction. Without it, the company has no flagship project and must restart its search from scratch.