Mr. Blair Wilson reports

FORBIDDEN SPIRITS ANNOUNCES $8 MILLION PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURE UNITS

Forbidden Spirits Distilling Corp. has launched a non-brokered private placement of convertible debenture units for aggregate gross proceeds of up to $8-million. Each unit will comprise one secured convertible debenture of the company in the aggregate principal amount of $1,000 and 500 common share purchase warrants of the company.

Each convertible debenture shall be convertible into common shares of the company at a price of 30 cents per share for a period of three years following the closing date (as defined herein). Each warrant entitles the holder to acquire one common share at a price of 50 cents for a period of two years from the closing date.

The convertible debentures shall bear simple interest at a rate of 8.0 per cent per annum from the date of issue and payable semi-annually in arrears on the last day of December and June in each year, commencing June 30, 2022. The June 30, 2022, interest payment will represent accrued interest for the period from the closing date to June 30, 2022. Should the volume-weighted average trading price of the common shares on the TSX Venture Exchange (or such other recognized stock exchange on which the common shares primarily trade) be greater than 75 cents for any 10 consecutive trading days, the company may give notice to all holders of outstanding debentures of the mandatory conversion of all, but not less than all, of the then outstanding debentures at the conversion price. In addition, at any time following the closing date, the company may, at its option, redeem pro rata all or part of the convertible debentures, upon not less than 30 nor more than 60 days of prior written notice, at a redemption price which is equal to 105 per cent of the principal amount thereof, plus any accrued and unpaid interest that would otherwise be payable to the holder up to the redemption date.

The company intends to use the net proceeds from the private placement to finance the acquisition of Niagara Falls Craft Distillers Ltd. (NFCD) and for planned capital expenditures, working capital and general corporate requirements associated with the acquisition and otherwise.

It is anticipated that the convertible debentures will be secured by way of share pledge against the common shares of a wholly owned subsidiary of the company that the company anticipates will own 100 per cent of the common equity of NFCD should the acquisition be completed . For further information concerning the proposed acquisition of NFCD, please refer to the company's press release of March 9, 2022, a copy of which is available for viewing under the company's profile on SEDAR.

Subject to the satisfaction of customary conditions, including receipt of approval of the TSX-V as well as finalization and execution of definitive documentation, the private placement is expected to close on or about May 15, 2022, or such other date as the company may determine.

The convertible debentures and the warrants comprising the units and any common shares issuable upon conversion or exercise thereof, as applicable, will be subject to a statutory hold period lasting four months and one day following the closing date.

The company anticipates paying a cash commission to eligible finders equal to 6.0 per cent of the gross proceeds of the private placement as well as issuing compensation warrants equal to 6.0 per cent of the gross proceeds of the private placement divided by the 30-cent conversion price for a period of 24 months after the closing date.

About Forbidden Spirits Distilling Corp.

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

Forbidden Spirits currently manufactures and distributes a portfolio of ultrapremium brands, including Rebel Vodka, Eve's Original Gin, Adam's Apple Brandy, Forbidden Fire, Forbidden Spirits Vodka and Wallace Hill Whisky.

We seek Safe Harbor.