Food Culture Inc. Enters Negotiations to Acquire Lazuli Spirits
Proposed All-Stock Transaction Would Add Canadian Premium Vodka Brand to the Food Culture Portfolio; Up to 30-Day Due Diligence Period Underway
TORONTO, ON / ACCESS Newswire / August 19, 2026 /Food Culture Inc. (OTCID:FCUL) ( "FCUL " or the "Company ") today announced that it has entered into negotiations to acquire Lo Greco & Associates Inc., an Ontario corporation carrying on business as Lazuli Spirits and Lazuli Premium Vodka ( "Lazuli "). Based in Toronto, Lazuli is a Canadian premium vodka brand and the Company 's exclusive Canadian vodka supplier. The parties have agreed to a due diligence period of up to 30 days.
The parties are discussing an all-stock transaction with no cash consideration and an earn-in component tied to the performance of Lazuli 's business. They have not agreed on specific transaction terms, and no such terms are being disclosed at this stage.
If completed, Lazuli would join Food Culture 's portfolio and continue to operate under its existing name and labels, led by its current management team.
The discussions are preliminary, and the parties have not entered into a definitive agreement. Any transaction would remain subject to satisfactory completion of due diligence, negotiation and execution of a definitive agreement, and applicable board and regulatory approvals. There can be no assurance that the parties will agree on terms, enter into a definitive agreement or complete a transaction.
About Lazuli Spirits
Lazuli Spirits is the operating name of Lo Greco & Associates Inc., a Toronto-based Ontario corporation and growing brand in the Canadian spirits market. Lazuli is the Company 's exclusive Canadian vodka supplier and supplied the vodka used in the Company 's Stadium™ 2026 Collector Series premium vodka. The business is expanding its portfolio to include additional spirits and ready-to-drink (RTD) beverages.
"Food Culture 's platform complements our experience and brand knowledge, " said Franco Lo Greco of Lazuli Spirits. "We look forward to working through due diligence and exploring how we can grow the Lazuli brand alongside Food Culture 's other brands and expand its product portfolio together. "
"Lazuli is a growing Canadian vodka brand and the supplier behind our Stadium™ program, " said Ruben Yakubov, President. "Bringing Lazuli into the portfolio would be a natural extension of our asset-light model. We are now conducting due diligence and expect to determine promptly whether the parties can reach a definitive agreement. "
Food Culture to Present at Emerging Growth Conference 95 - Update
Further to its August 5, 2026, announcement, Food Culture will present at Emerging Growth Conference 95 on Wednesday, August 19, 2026, from 10:50 a.m. to 11:20 a.m. Eastern Time. The presentation will be delivered by live video webcast, and questions may be taken following the presentation.
Registration is available at no cost to individual and institutional investors, investment advisors and analysts at the following link: https://goto.webcasts.com/starthere.jsp?ei=1764701&tp_key=7a35454f76&sti=fcul
Those unable to attend live may access an archived webcast through EmergingGrowth.com and the Emerging Growth YouTube channel at https://www.youtube.com/@EGC.
About Food Culture Inc.
Food Culture Inc. develops and markets premium spirits and ready-to-drink products across a flexible portfolio of brands, labels and formats. Under its asset-light model, the Company owns or licenses brands and packaging designs and works with qualified partners on recipe development and production, without maintaining substantial owned production infrastructure. This model supports controlled overhead and allows products to be tailored to particular consumers, occasions and distribution channels. The Company introduced Stadium™ premium vodka in Ontario in June 2026 as a limited-run collector series using a proprietary recipe, developed in cooperation with Lazuli Vodka and produced at LAUNCHPAD. The launch provided operating experience across product development, production, approvals and distribution and serves as an execution case study for the broader platform.
For additional information, please visit https://foodcultureinc.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding negotiations with Lazuli; due diligence; a definitive agreement; the terms and completion of any transaction; and future product development, production, distribution and market introduction. Words such as "intend, " "plan, " "anticipate, " "may, " "will, " "expect " and similar expressions identify forward-looking statements. Risks include the possibility that the parties do not agree on terms, enter into a definitive agreement or complete a transaction; required board or regulatory approvals are not obtained; and production timing, distributor acceptance or market conditions differ from expectations. Actual results could differ materially from those expressed or implied. The Company undertakes no obligation to update forward-looking statements except as required by applicable law. This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Contact:Ruben Yakubov | (o) +1 416 565 5467 | ir@foodcultureinc.com
SOURCE: Food Culture, Inc.
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