Flight Food & Beverage Partners Inc. Equity Crowdfunding

Overview

Flight is an investment company focused on acquiring and investing in emerging consumer companies in the rapidly growing Food and Beverage sectors. Our team has the knowledge, expertise and passion to help brands take off. We invest in companies with developed products and services, have a proprietary position due to intellectual property or a strong brand franchise.

Crowdfunded Activities

Here's how Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”) is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
Public Listing of Shares of the Issuer	$0.00	$75,000
General Working Capital	$4,600	$201,000
Portal Fees	$400	$24,000
TOTAL	$5,000	$300,000

Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”)

Company Website: http://www.flightpartners.ca/
Head Office Address: 1153 W 22nd St. North Vancouver, BC, V7P 2E9
Company Phone No: 604-351-6647
Company Email Address: rm@flightpartners.ca

Offering Document

No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.

The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.

The Issuer

Full legal name: Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”)

Head office address: 1153 W 22nd St. North Vancouver, BC, V7P 2E9

Telephone: 604-351-6647

Email address: info@flightpartners.ca

Website URL: http://www.flightpartners.ca/

Company Contact Person

Full legal name: Robert Meister

Position held with the issuer: CEO and Director

Business address: 1153 W 22nd St. North Vancouver, BC, V7P 2E9

Business telephone: 604-351-6647

Business email address: rm@flightpartners.ca

Issuer's Business

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

Flight is a multifaceted company focused on acquisitions and investments in the food & beverage sector. We have already completed our first acquisition and hold equity stakes in numerous other companies. Flight also wholly-owns a marketing company that will help internal and external companies grow.

What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?

Flight is providing retail investors with the unique opportunity to participate in the dynamic and growing Food & Beverage sectors and access companies that are established or leading the charge with innovation in today’s ever-changing world.

Flight’s playbook distinguishes Flight from its competitors: Invest / Acquire, Manage / Integrate /Optimize, Accelerate / Build / Profit.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?

In 2021, Flight completed its acquisition of a brewery with associated real estate holdings, and broadened its investment portfolio. Flight also launched its wholly-owned full service marketing company, Propeller Marketing Inc. (“Propeller”).

In 2022 and beyond, Flight is focused on driving revenue growth through additional acquisitions and the broadening of its investment portfolio. At present, Flight has a list of qualified acquisition targets which we are evaluating.

What are the major hurdles that the issuer expects to face in achieving its milestones?

With numerous opportunities available, one major hurdle is timing. Flight conducts extensive due diligence on projects which does take time. In addition, Flight will need to raise or obtain funding to execute on the various opportunities available to it.

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

Funds will be utilized to advance the Issuer towards its planned public listing.

Has the issuer entered any contracts that are important to its business?

Has the issuer conducted any operations yet?

Flight has an operations division. Our management team provides the necessary expertise and operational support to drive growth the businesses Flight acquires and starts.

In late 2021, Flight acquired Barkerville Brewing and we are currently investing in the facilities to increase production capacity. Propeller has also been engaged to conduct a brand refresh and drive consumer demand across British Columbia.

Where does the issuer see its business in 3, 5, and 10 years?

Flight is committed to aggressive growth. Over the next 3 years, our intention is to increase our acquisition portfolio to 12 businesses and bolster our investment portfolio to 20 companies.

Beyond that, Flight’s priorities will be equally split to ensure we are simultaneously managing the businesses we’ve acquired to maximize revenue growth and profit while also looking for new acquisition targets. Flight will also manage its investment portfolio to ensure profitability and growth as proceeds are used to support future investments and Flight’s revenue growth.

What are the issuer's future plans and hopes for its business and how does it plan to get there?

Flight has set a roadmap out for significant growth in the future, with accelerated acquisitions and investments. The roadmap will be highlighted by a public listing in 2022, which will provide Flight with access to additional capital to be used for acquisitions and investments.

What is the issuer's management experience in running a business or in the same industry?

Flight’s management has extensive experience across a number of sectors from marketing to finance to real estate, for private and public companies.

Does the issuer have business premises from which it can operate its business?

Flight has Barkerville Brewing located in Quesnel, BC, and Propeller in North Vancouver.

How many employees does the issuer have? How many does it need?

Flight currently employs 16 people across all its business units.

Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.

Corporation

Indicate the province, territory, or state where the issuer is incorporated or organized.

British Columbia

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

At the Registered and Records Office of the Issuer at #600-1090 West Georgia Street, Vancouver, BC V6E 3V7.

Issuer's Operations

Has never conducted operations

Is in the development stage

Is currently conducting operations

Financial statements available

Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities:

15,074,666 Common Shares are issued and outstanding.

In addition, there are an aggregate of 3,037,334 Common Share purchase warrants issued and outstanding, as follows:

• 220,000 warrants exercisable at $0.75 until March 1, 2023

• 1,458,334 warrants exercisable at $0.50 until May 19, 2022

• 775,000 warrants exercisable at $0.50 until August 23, 2022

• 584,000 warrants exercisable at $0.50 until November 30, 2022

Management

Full legal name: Robert Meister

Municipality of residence: North Vancouver, BC

Position at issuer: CEO and Director

Principal occupation for the last five years: Independent business consultant

Expertise, education, and experience that is relevant to the issuer's business:

Robert brings a unique skill set gained from his experience of working with public and private companies. He has developed all aspects of marketing and capital raises at both the institutional and retail levels. He has worked to develop and implement equity capital-raising requirements, such as New Issues, Initial Public Offerings (IPOs), etc. and possesses practical experience in executive positions (CEO), corporate communications and corporate development. He holds a diploma in Marketing Management from BCIT. Robert also has nearly two decades of diverse management experience with a proven record developing relationships with senior-level management and institutional investors.

Number and type of securities of the issuer owned: 3,580,000 Common Shares

Date securities were acquired and price paid for the securities: 2,080,000 @ $0.001 on December 3, 2019 under 0747886 BC Ltd. and 1,500,000 @ $0.25 on January 13, 2022 (debt settlement)

Percentage of the issuer's securities held as of the date of this offering document: 23.75%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

(b): has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlemtn agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

The person's involvement in any securities, insurance, or banking activity

A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct

(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Patrick M. O’Flaherty

Municipality of residence: North Vancouver, BC

Position at issuer: Director and CFO

Principal occupation for the last five years: Independent business consultant

Expertise, education, and experience that is relevant to the issuer's business:

Patrick is a Chartered Accountant and a CFA Charterholder. He qualified as a Chartered Accountant in Canada with Deloitte. He has over 15 years of experience in financial services, with specific focus on accounting and wealth management, and has worked with some of the largest companies in Canada, including Shaw Communications, RBC Royal Bank, and CIBC Wood Gundy. He currently is CFO and director for several public and private Canadian corporations.

Number and type of securities of the issuer owned: 1,600,000 Common Shares

Date securities were acquired and price paid for the securities: 600,000 @ $0.001 on December 3, 2019 under OPC Holdings Ltd. and 1,000,000 @ $0.25 on January 13, 2022 under Patrick M. O’Flaherty Inc. (debt settlement)

Percentage of the issuer's securities held as of the date of this offering document: 10.61%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Gerald Kelly

Municipality of residence: Vancouver, BC

Position at issuer: Director

Principal occupation for the last five years: Independent business consultant

Expertise, education, and experience that is relevant to the issuer's business:

Gerald Kelly is a licensed exempt market dealer and Vice President at Intrynsyc Capital, as well as the director of two public companies. He is also a licensed Realtor with over 20 years of experience, resulting in approximately 300 million dollars of sales. He has considerable knowledge in the areas of land acquisition and project marketing where he has created and executed numerous sales and marketing campaigns. He holds a diploma in Marketing Management from BCIT and Bachelor of Arts from UBC.

Number and type of securities of the issuer owned: 1,600,000 Common Shares

Date securities were acquired and price paid for the securities: 600,000 @ $0.001 on December 3, 2019 and 1,000,000 @ $0.25 on January 13, 2022 under Gerald Kelly Holdings Inc. (debt settlement)

Percentage of the issuer's securities held as of the date of this offering document: 10.61%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

In May 2011, Mr. Gerald Kelly, a director of the Issuer, filed a consumer proposal under the Bankruptcy and Insolvency Act and filed for personal bankruptcy in July 2013. The bankruptcy was discharged in April 2014.

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Dana Sissons

Municipality of residence: Vancouver, BC

Position at issuer: Director

Principal occupation for the last five years: Independent business consultant

Expertise, education, and experience that is relevant to the issuer's business:

Dana is a senior level marketing and communications professional with more than 15 years of experience in the consumer, technology and corporate sectors. He brings a proven track record of building and growing international brands through strategic partnerships planning, multi-channel storytelling and strategic partnerships. Over his career, Dana has played a leadership role for prominent companies including Electronic Arts, Microsoft and Bell Canada, to name just a few. He holds a degree in communications and political science from Simon Fraser University.

Number and type of securities of the issuer owned: 2,220,000 Common Shares

Date securities were acquired and price paid for the securities: 720,000 @ $0.001 on December 3, 2019 and 1,500,000 @$0.25 on January 13, 2022 under 1333294 BC Ltd. (debt settlement)

Percentage of the issuer's securities held as of the date of this offering document: 14.73%

(a): has ever, pled guilty to or been found guilty of:

A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:

A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:

A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:

An offence under the criminal legislation of any other foreign jurisdiction:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:

Vested Technology Corp. (Vested.ca) (“Vested”)

List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available:

British Columbia, Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Saskatchewan

The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal):

90 days after the date on this offering document

The date(s) and description of any amendment(s) made to this offering document, if any:

N/A

Type Of Securities Being Issued

Type of securities being offered: Common Shares

The eligible securities offered provide the following rights:

Voting rights: Each Common Share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each Common Share held.

Dividends: Dividends may be paid on Common Shares from available net income if and when declared by the directors of the Issuer.

Rights on dissolution: All Common Shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.

Conversion rights (describe what each security is convertible into): N/A

Tag-along rights: N/A

Drag-along rights: N/A

Pre-emptive rights: N/A

Other:

N/A

Summary of any other material restrictions or conditions that attach to the eligible securities being offered, such as tag-along, drag along or pre-emptive rights:

N/A

Offering Details

	Total Amount ($)	Total number of eligible securities issuable
Minumum offering amount	$5,000	16,666
Maximum offering amount	$300,000	1,000,000
Price per eligible security	$.30

Minimum investment amount per purchaser: $150

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”) that are raised using other prospectus exemptions.

Use of Funds

Information about any funds previously raised by the issuer:

The amount of funds previously raised:

$1,751,999.92, comprised of: $1,010,999.92 under private placement equity financings and $741,000 under debt financing from Business Development Bank of Canada.

How the issuer raised those funds:

Private placement financings (management, friends & family, accredited investors) and borrowing from Business Development Bank of Canada.

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:

For the private placement financings, the Issuer relied on National Instrument 45-106 – Prospectus Exemptions, Section 2.4 (Private Issuer Exemption).

How the issuer used those funds:

Approximately $994,000 was paid as the purchase price for the acquisition of Barkerville Brewing, including the real property on which it is located.

Approximately $350,000 has been invested into other private & public companies.

Approximately $140,000 has been used to fund general and administrative expenses of the Issuer since incorporation, including legal and accounting fees, office expenses and miscellaneous expenses.

The remaining funds are held by the Issuer for general working capital and will be used for ongoing operating expenses and for further investments and/or acquisitions, as warranted.

Information about funds that will be raised from this crowdfunding distribution:

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
Public Listing of Shares of the Issuer	$0.00	$75,000
General Working Capital	$4,600	$201,000
Portal Fees	$400	$24,000
TOTAL	$5,000	$300,000

Previous Start-Up Crowdfunding Distributions

Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:

The full legal name of the issuer that made the distribution: N/A

The name of the funding portal: N/A

Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A

Compensation Paid To Funding Portal

The commission, fee and any other amounts expected to be paid by the issuer to the funding portal for this start-up crowdfunding distribution:

In consideration of the services to be provided, the Issuer has agreed to pay to Vested the following fees:

(a) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The Set-Up Fee shall be credited to the final payment proceeds at closing.

(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”), payable upon each date funds are released to Issuer and automatically deducted from the payments made by purchasers of Common Shares under this offering document.

(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the payments made by purchasers of Common Shares under this offering document.

(d) Compensation Shares: Issuer shall issue to Vested, at Offering Close, 200,000 Common Shares (the "Compensation Shares")

(collectively, the "Fees").

Risk Factors

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Common Shares is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

Offering Risks

(a) General Risk – There are certain risks inherent in an investment in the Common Shares and in the activities of the issuer which investors should carefully consider before investing in the Common Shares. The following is a summary only of some of the risk factors. Prospective purchasers should review the risks relating to an investment in the Common Shares with their legal and financial advisors. The issuer advises that prospective purchasers should consult with their own independent professional legal, tax, investment and financial advisors before purchasing the Common Shares in order to determine the appropriateness of this investment in relation to their financial and investment objectives and in relation to the tax consequences of any such investment. In addition to the factors set forth elsewhere in this offering document, prospective purchasers should consider the following risks before purchasing the Common Shares. Any or all of these risks, or other as yet unidentified risks, may have a material adverse effect on the issuer’s business and/or the return to the purchasers

(b) Risk of Loss – This is a risky investment. You may lose all the money you pay for this investment.

(d) No Established Market - There is currently no market through which the Issuer’s securities may be sold. There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Common Shares may have limited or no economic value. The Common Shares are subject to an indefinite hold period and the purchasers may have no ability to sell their Common Shares. There can be no assurance that an active and liquid market for the Common Shares will develop and purchasers may find it difficult to resell their Common Shares.

(e) Value of Common Shares - The price set out under this crowdfunding distribution for the Common Shares is determined by management of the issuer and may not bear any relationship to earning, book value and/or other valuation criteria.

(f) Lack of Information – You may not be provided with any ongoing information about the issuer and/or this investment.

(g) No approvals – This investment has not been reviewed or approved in any way by a securities regulator.

(h) Limited Legal Rights – You will not have the same rights as if you purchased securities under a prospectus or through stock exchange.

(i) Insufficient Capital and Financial Risks - The Issuer may, from time to time, report a working capital deficit. The Issuer has no history of earnings and, due to the nature of its business, there can be no assurance that the Issuer will be profitable. The Issuer has paid no dividends on its Common Shares since incorporation and does not anticipate doing so in the foreseeable future.

(j) Dilution - Subsequent issuances of securities, including Common Shares and stock options, will result in a substantial dilution of the equity interests of existing shareholders and may result in a change of control of the Issuer.

(k) Tax Issues - Income tax consequences in relation to the Common Shares will vary according to the circumstances by each purchaser. Purchasers should seek independent advice from their own tax and legal advisors.

(l) Price Volatility of Publicly Traded Securities - In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many corporations have experienced wide fluctuations in price, which have not necessarily been related to the operating performance, underlying asset values or prospects of such corporations. There can be no assurance that continual fluctuations in price will not occur.

Issuer Risks

(a) Limited Business History - The Issuer has only recently commenced operations and has no history of operating earnings.

(b) No Assurance – There is not guarantee that the Issuer will achieve its stated business objectives.

(c) Competition Risk – If the Issuer fails to compete effectively against larger, more established companies with greater resources, then its business may suffer. There can be no assurance that the Issuer’s current or future products or services and the results of the Issuer’s ongoing expansion efforts and new products or services will result in new customers or revenue. Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could materially and adversely affect the Issuer’s business. The Issuer may not be able to compete successfully against current and future competitors and the failure to do so would harm the Issuer’s business.

(d) Growth Risk – The Issuer may be subject to grown related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Issuer to manage growth effectively will require it to continue to implement and improve its operations and to expand its employee base. The inability of the Issuer to deal with potential growth cold have a material adverse impact on its business, operating results, financial condition or profitability. Any expansion of the Issuer’s operations will include risk and may negatively impact the profitability of the Issuer. Consequently, shareholders must assume the risk that such expansion may ultimately involve expenditures of funds beyond the resources available to the Issuer and/or that the Issuer’s management may not have adequate time or attention to manage the Issuer’s expended operations. These factors may have a material adverse effect on the Issuer’s present and prospective business activities.

(e) Further Need for Financing – The Issuer may have to sell additional securities including, but not limited to, shares or some form of convertible security, the effect of which will result in a dilution of the equity interest of any existing shareholders. The Issuer may also need to raise capital by incurring long term or short-term indebtedness in order to fund its business objectives which could result in increased interest expense or decreased net income. Investors are cautioned that there can be no assurance as to the terms of such financing and whether such financing will be available. Moreover, the Issuer’s corporate articles do not limit the amount of indebtedness that the Issuer may incur. The level of the Issuer’s indebtedness could impair its ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities that may arise.

(f) Government Regulation – The Issuer’s brewery business operates in an environment that is subject to extensive government regulation. The Issuer requires various permits, licenses, and approvals from several government agencies in order to operate in its market areas. Changes in government regulation or the conditions on which the Issuer is authorized to operate in its principal markets may adversely affect the Issuer’s operations or profitability.

(g) Dependence on Proprietary Formulas – The Issuer’s brewery business relies on formulas for the Issuer’s beers that are proprietary in nature. Although the Issuer takes measures to safeguard such formulas, there can be no assurance that existing or future competitors will not develop beers of the same or similar tastes and qualities as the Issuer's beers. Competing products with the same or similar tastes and qualities as the Issuer's beers could erode demand for the Issuer's products and have a material adverse effect on the Issuer's business.

(h) Seasonality – Beer sales are generally dependent to a significant degree on weather and the seasons. Spring and summer historically yield higher demand than autumn and winter. The higher volume of sales in the summer months are also affected by weather conditions and holidays. Sub-seasonal temperatures, particularly during the summer months, may result in lower than average demand for the Issuer's products and have a negative impact on sales.

(i) Consumer Preferences – The premium beer market has grown substantially over the past decade. The Issuer believes that one factor in such growth has been increasing consumer demand for more full-flavoured beer in a wider variety of styles. A shift in demand profiles away from craft beer products could negatively affect the Issuer’s current business plan and profitability. There has also been an increase in the level of health consciousness amongst consumers. This trend can lead to reduced consumption negatively affecting the Issuer's business.

(j) Operating Hazards – The Issuer’s operations are subject to certain hazards and liability risks faced by all brewers, such as potential contamination of ingredients or products and equipment defects. While the Issuer has not experienced a contamination problem in its products, the occurrence of such a problem could result in a product recall, which could damage the Issuer's reputation and or result in financial loss.

(k) Long Term Investments – Many or all investments to be made by the Issuer may not be expected to generate current income. Therefore, the return of capital to the Issuer and the realization of gains, if any, from the Issuer’s investments will generally occur only upon the partial or complete realization or disposition of the investment. While an investment of the Issuer may be realized or disposed of at any time, it is generally expected that the ultimate realization or disposition of most of the Issuer’s investments will not occur for one to three years and possibly longer after an investment is made.

(l) Investments May Be Illiquid – The Issuer may be focused on investing in primarily privately held companies and early stage publicly traded companies, which may be illiquid and difficult to value. Accordingly, there can be no assurance that the Issuer will be able to realize on its investments in a timely manner or at all. If the Issuer is required to liquidate all or a portion of its portfolio investments quickly, it may realize significantly less than its invested capital. While privately held companies may seek to list their securities on a stock exchange as a means of creating liquidity for investors, there can be no assurance that a stock exchange listing will provide a viable exit mechanism, if trading volumes and stock prices are low at the time of intended disposition.

(m) Potential Lack of Diversification of Investments – The Issuer may own relatively few investments and does not have any specific limits on investments in businesses in any one industry or size of business. Consequently, the Issuer’s aggregate returns may be significantly adversely affected if one or more significant investments perform poorly or if the Issuer needs to write-down the value of any one significant investment. Also, the Issuer’s investments may be more susceptible to fluctuations in value resulting from adverse economic conditions affecting a particular industry or segment of business in which it invests than would be the case if the Issuer was required to satisfy certain investment guidelines relating to business diversification.

(n) Real Property Risk – The Issuer owns and plans to continue to own the real property on which the Barkerville Brewery operates. The value of real property could be affected by a downturn of the local, national or global property markets. In particular, the value of real property can fluctuate significantly when economic conditions are unfavorable, whether locally, nationally or globally. An increase in interest rates could also have a negative impact on the value of real property. Changes in tax, real estate, zoning and environmental protection laws may also lower the value of real property. Real estate can be an illiquid asset and economic conditions which affect real estate liquidity can fluctuate. Such illiquidity may affect the Issuer’s ability to dispose of or liquidate its real property.

(o) General Economic Conditions Risk – The financial success of the Issuer may be sensitive to adverse changes in general economic conditions in Canada and the United States of America, such as war, terrorist attacks, recession, inflation, labour disputes, demographic changes, weather or climate changes, unemployment and interest rates. There is no assurance that the Issuer will be successful in marketing any of its products or that the revenues from the sale of such products will be significant. Consequently, the Issuer’s financial results may vary by quarter and experience fluctuation

(p) Litigation Risk – The Issuer may be subject to litigation arising out of its operations. Damages claimed under such litigation may be material and the outcome of such litigation may materially impact the Issuer’s respective operations and the value of the Common Shares. While the Issuer will assess the merits of any lawsuits and defend such lawsuits accordingly, the Issuer may be required to incur significant expense or devote significant financial resources and/or management time and attention to such defenses. In addition, the adverse publicity surrounding such claims may have a material adverse effect on the Issuer’s operations.

(q) COVID-19 Pandemic - The Issuer’s business, operations and financial condition can be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including COVID‐19 and any variants thereof.

(r) Dependence on Management - The success of the Issuer is currently largely dependent on the performance of its directors and officers. The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act (British Columbia).

(s) Forward-Looking Statements – Purchasers are cautioned to not place undue reliance on forward-looking statements and information. By their nature, forward-looking statements and information involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature that could cause actual results to differ materially from those suggested by the forward-looking statements and information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

As a result of these factors, an investment in the Common Shares is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Common Shares.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

Reporting Obligations

Nature and frequency of any disclosure of information the issuer intends to provide to purchasers after the closing of the distribution and explain how purchasers can access this information:

The Issuer does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.

If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.

Pursuant to the Business Corporations Act (British Columbia), the Issuer is required to provide its annual financial statements to its shareholders and appoint an auditor, unless unanimously waived by the shareholders. These financial statements must be produced and published within six months of the Issuer’s financial year end. Also, the Issuer is required to hold an annual general meeting of shareholders each calendar year and within 15 months of its previous annual general meeting. The Issuer will send an information circular to its shareholders in connection with such meeting.

If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:

The number of shareholders party to the agreement: N/A

The percentage of voting shares of the issuer subject to the agreement: N/A

The name of the person acting as a trustee: N/A

Whether the trustee has been granted any additional powers: N/A

Whether the agreement is limited to a specified period of time: N/A

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.

Purchaser's Rights

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to cancel your agreement with Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”) to buy these securities, or

b) to damages against Flight Food & Beverage Partners Inc. (“Flight” or the “Issuer”) and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.

All Team Members & Relevant Parties

Robert Meister

Position at Issuer: CEO and Director
Municipality of Residence: North Vancouver, BC
Email Address: rm@flightpartners.ca
Principal Occupation for the Last Five Years: Independent business consultant
About:
Robert brings a unique skill set gained from his experience of working with public and private companies. He has developed all aspects of marketing and capital raises at both the institutional and retail levels. He has worked to develop and implement equity capital-raising requirements, such as New Issues, Initial Public Offerings (IPOs), etc. and possesses practical experience in executive positions (CEO), corporate communications and corporate development. He holds a diploma in Marketing Management from BCIT. Robert also has nearly two decades of diverse management experience with a proven record developing relationships with senior-level management and institutional investors.

Patrick M. O’Flaherty

Position at Issuer: Director and CFO
Municipality of Residence: North Vancouver, BC
Email Address: PO@CAYMUS.CA
Principal Occupation for the Last Five Years: Independent business consultant
About:
Patrick is a Chartered Accountant and a CFA Charterholder. He qualified as a Chartered Accountant in Canada with Deloitte. He has over 15 years of experience in financial services, with specific focus on accounting and wealth management, and has worked with some of the largest companies in Canada, including Shaw Communications, RBC Royal Bank, and CIBC Wood Gundy. He currently is CFO and director for several public and private Canadian corporations.

Gerald Kelly

Position at Issuer: Director
Municipality of Residence: Vancouver, BC
Email Address: GK@FLIGHTPARTNERS.CA
Principal Occupation for the Last Five Years: Independent business consultant
About:
Gerald Kelly is a licensed exempt market dealer and Vice President at Intrynsyc Capital, as well as the director of two public companies. He is also a licensed Realtor with over 20 years of experience, resulting in approximately 300 million dollars of sales. He has considerable knowledge in the areas of land acquisition and project marketing where he has created and executed numerous sales and marketing campaigns. He holds a diploma in Marketing Management from BCIT and Bachelor of Arts from UBC.

Dana Sissons

Position at Issuer: Director
Municipality of Residence: Vancouver, BC
Email Address: DS@FLIGHTPARTNERS.CA
Principal Occupation for the Last Five Years: Independent business consultant
About:
Dana is a senior level marketing and communications professional with more than 15 years of experience in the consumer, technology and corporate sectors. He brings a proven track record of building and growing international brands through strategic partnerships planning, multi-channel storytelling and strategic partnerships. Over his career, Dana has played a leadership role for prominent companies including Electronic Arts, Microsoft and Bell Canada, to name just a few. He holds a degree in communications and political science from Simon Fraser University.

News & Updates

Flight Food and Beverage Partners Inc Provides Shareholder Update and Corporate Overview

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