Ammo Inc. May Purchase Gunbroker.com for $240 million

From AMMO Inc.

AMMO, Inc. (Nasdaq: POWW ) (“AMMO” or the “Company”), a premier American ammunition and munition components manufacturer and technology leader, is pleased to announce it has entered into a non-binding letter of intent (“LOI”) dated February 9, 2021 with IA Tech LLC for its GunBroker.com business (GunBroker.com), the world’s largest on-line auction marketplace dedicated to firearms, hunting, shooting and related products. The Transaction will involve a merger or business combination resulting in GunBroker.com becoming a wholly-owned subsidiary of AMMO (the “Transaction”).

GunBroker.com Transaction

• GunBroker.com is the world’s leading online marketplace for the legal sale of firearms, ammunition and accessories with over 6.0 million registered users
• GunBroker.com’s estimated 2020 revenue of approximately $60 million, over $40 million of EBITDA, positive net income and strong free cash flow
• Purchase price of approximately $240 million, representing a purchase price to EBITDA multiple of less than 6.0x
• Transaction further expands upon AMMO’s vertical integration strategy
• Current AMMO shareholders will own the majority of the combined company

“This Transaction is accretive to our shareholders and will be another vertical integration milestone for the Company which diversifies our revenue base with high profit-margin business offered through a premier brand deploying best-in-class secure transactional technology,” said Fred Wagenhals, AMMO’s Chairman and CEO.

Mr. Wagenhals noted that “we founded AMMO to be a disruptive technology-based company that could serve the shooting community with cutting-edge ammunition offerings, whether that be for the military, law enforcement, hunting or recreational shooting communities. GunBroker.com is a perfect fit and supports AMMO’s mission across many levels. Steve Urvan had the foresight and entrepreneurial drive to start GunBrokers.com more than 20 years ago with the same spirit and vision. With his drive and intimate understanding of how to serve our collective market, Steve created the world’s largest online marketplace for the purchase and sale of firearms, ammunition, and accessories.” Mr. Wagenhals explained that “the combination made sense to our management team and Board as it expands our ability to best ensure the retail market continues to be served at the highest level while affording AMMO with an opportunity to enhance its sales channels, operating margins and drive increased shareholder value.”

Steve Urvan commented: “I am excited at the prospect of bringing the GunBroker.com technology platform, marketplace, and my world-class team to the AMMO family of companies. GunBroker.com has long been the technology leader in the industry and we look forward to continuing to build innovative products and solutions for our expanding and loyal customer base.”

Pursuant to the terms of the LOI, the parties intend to sign a definitive agreement (the “Definitive Agreement”) and work expeditiously to close the Transaction on or before March 31, 2021. The final structure of the Transaction will be determined by the parties following the receipt of tax, corporate, and securities law advice. GunBroker.com’s enterprise value in the Transaction has been valued at approximately $240 million, which will be paid by the Company via a combination of cash and shares of common stock.

The completion of the Transaction is subject to a number of conditions, including but not limited to the following: completion of mutually satisfactory due diligence, execution of the Definitive Agreement, successful completion of a capital raise, and receipt of all required corporate and third-party approvals, including fulfillment of all applicable regulatory requirements and conditions necessary to complete the Transaction.

No assurances can be made that the parties will successfully negotiate and enter into a Definitive Agreement, or that the proposed Transaction will be closed on the terms and/or timeframe currently contemplated, or at all. As noted above, the Transaction remains subject to a regulatory and Board approval, along with other customary conditions.

Maxim Group LLC served as sell side advisor to IA Tech LLC for its GunBroker.com business.

About AMMO, Inc.

With its corporate offices headquartered in Scottsdale, Arizona. AMMO designs and manufactures products for a variety of aptitudes, including law enforcement, military, sport shooting and self-defense. The Company was founded in 2016 with a vision to change, innovate and invigorate the complacent munitions industry. AMMO promotes branded munitions as well as its patented STREAK^™ Visual Ammunition, /stelTH/^™ subsonic munitions, and armor piercing rounds for military use. For more information, please visit: www.ammo-inc.com.

About GunBroker.com

GunBroker.com is the largest online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com sells none of the items listed on its website. Third-party sellers list items on the site and Federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed using licensed firearms dealers as transfer agents. Launched in 1999, GunBroker.com is an informative, secure and safe way to buy and sell firearms, ammunition, air guns, archery equipment, knives and swords, firearms accessories and hunting/shooting gear online. GunBroker.com promotes responsible ownership of guns and firearms. For more information, please visit: www.gunbroker.com.

Forward Looking Statements

This document contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures and risk factors we include in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Reports filed on Form 8-K.

Reminder – Earnings Call

AMMO’s Fiscal Third Quarter 2021 Earnings Call is scheduled for Tuesday, February 16th, 2021 (4:30 pm Eastern Time). To participate in the conference call, please join by dialing 1-877-407-0789 (domestic), 1-201-689-8562 (international), or via webcast (http://public.viavid.com/index.php?id=143495) at least 5-10 minutes prior to the scheduled start and follow the operator’s instructions. When requested, please ask for “AMMO, Inc. Fiscal Third Quarter 2021 Earnings Call.”