Arizona Tribune - Food Culture Inc. Enters Negotiations to Acquire Grupo Austero

TORONTO, ON / ACCESS Newswire / September 17, 2026 / Food Culture Inc. (OTCID:FCUL) ("FCUL" or the "Company") today announced that it has entered into negotiations regarding the potential acquisition of Grupo Austero LLC and is working with the counterparties to finalize the terms of a proposed letter of intent. No letter of intent or definitive acquisition agreement has been executed.

FCUL's objective is to broaden access to spirits products and production relationships that could support its existing branded portfolio and future product introductions.

Grupo Austero and the Austero Product Range

Grupo Austero's business includes the Austero tequila and mezcal product lines. Austero's published product information describes its mezcal as produced in San Juan del Río, Oaxaca, Mexico, with a range comprising Espadín, Tobalá and Cupreata expressions. The range is described as 100% agave and additive-free, using traditional methods including earthen-pit roasting, fermentation in wooden vats and copper-pot distillation.

FCUL is evaluating how these products and the associated commercial relationships could complement the marketing and product-development activities of its operating subsidiary, Distill Brands International ("DBI"). Due diligence will include confirmation of the brand rights, supply arrangements and distribution relationships that would form part of any proposed transaction.

For information about the Austero mezcal range, visit www.austeromezcal.com.

Supporting Portfolio Expansion

FCUL's strategy focuses on brand development, marketing, product formats and access to established production capabilities. The Company is evaluating acquisitions and commercial relationships that could expand its product offering while maintaining disciplined investment in production infrastructure.

The objective of the Grupo Austero discussions is to assess whether the business could broaden FCUL's access to tequila and mezcal products for existing brands and planned portfolio expansion. The scope of any acquisition, including the assets, contractual rights, liabilities and capital requirements involved, remains under review.

"Our focus is on expanding the products and commercial relationships available to support our branded portfolio," said Ruben Yakubov, President and director. "We are actively working to advance the Grupo Austero discussions. Any transaction must be supported by satisfactory due diligence and terms that make sense for the Company."

Status of Grupo Austero Discussions

The parties are working toward agreement on the terms of a proposed letter of intent. Financial and operational due diligence remains ongoing, including review of Grupo Austero's financial statements, inventory, liabilities, ownership and material agreements.

Any acquisition would remain subject to satisfactory completion of due diligence, negotiation and execution of definitive agreements, and applicable approvals. There can be no assurance that the parties will execute a letter of intent, reach a definitive agreement or complete a transaction. Transaction terms will be disclosed as appropriate as negotiations progress and as required by applicable disclosure obligations.

About Food Culture Inc.

Food Culture Inc. develops and markets premium spirits and ready-to-drink products. Its asset-light business model centers on owning or licensing brands and packaging designs and working with qualified partners on product development and production. Through DBI, the Company seeks to expand its branded portfolio and access to products and distribution opportunities.

For additional information, please visit:

https://www.foodcultureinc.com

Forward-Looking Statements

This press release contains forward-looking statements regarding negotiations with Grupo Austero; the finalization and execution of a proposed letter of intent; financial, corporate and operational due diligence; potential acquisition terms and completion; access to products and production relationships; and the expansion of the Company's branded portfolio.

These statements reflect current expectations and assumptions and are subject to risks and uncertainties. These include incomplete or adverse due-diligence findings; uncertainty regarding ownership, brand rights, liabilities and contractual arrangements; an inability to agree on terms or execute agreements; an inability to obtain necessary financing, consents or approvals; capital requirements; and difficulties integrating an acquired business or achieving anticipated commercial benefits. Discussions may end without a completed transaction.

The Company is not subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934. The statutory safe harbors for forward-looking statements under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 are not available to the Company.

Actual results could differ materially from those expressed or implied. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update them 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
President
(o) +1 416 565 5467
[email protected]

SOURCE: Food Culture, Inc.

View the original press release on ACCESS Newswire

A.Moore--AT