AMMO Inc. to Spin Off GunBroker from Ammunition Business, Creating Two Separately Traded Companies

From AMMO Inc. . . .

AMMO, Inc., the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer of high-performance ammunition and components, today announces that its Board of Directors has unanimously approved a plan to separate its ammunition and marketplace businesses into two independent publicly-traded companies.

Outdoor Online, Inc. (“Outdoor Online”) will be comprised of GunBroker.com and its related online businesses. Current AMMO Chairman & CEO, Fred Wagenhals, will assume the Chairman & CEO role in Outdoor Online. The second entity, Action Outdoor Sports, Inc. (“AOS”), will retain the Company’s current ammunition and munition components business, including its well- established STREAK ^™ , Signature ^™ , Blackline ^™ , /stelTH/ ^™ , Blueline ^™ , AMMO Brass ^™ , and Hunt Ammunition ^™ brands. The AOS CEO, executive management team and board of directors will be announced at a later date and in advance of consummation of this transformational transaction, anticipated to close during calendar 2023. The Company expects to create these companies through a tax-free spin-off by AMMO of AOS.

Strategic Benefits to Spin-Off

The Company believes there are a number of compelling reasons supporting the separation of these two vibrant business units, including:

• Better Positioned to Enhance Shareholder Value: Compelling and distinct investment opportunities derived from each particular business model. As independent and separate companies, AMMO expects each will be better situated to be appropriately valued by the market.
• Enhancement of Brand Strength: The separation and renewed focus by each newly organized business is expected to facilitate the enhancement and expansion of the valuable brand strength developed in both separate operational units, thus further supporting increased enterprise and therefore shareholder value.
• Prioritize and Refine Capital Allocation: With separated business models and short- and long-term goals, each company will be better positioned to refine and focus capital allocation strategies moving forward.
• Expanded Strategic Opportunities: With a renewed focus, AOS will build upon AMMO’s well-established track record as an attractive acquirer through enhanced M&A work in the outdoor recreation marketplace, allowing it to secure best-in-class partnerships with other manufacturers. Similarly, Outdoor Online will be best positioned to focus on continuing the work designed to leverage its leading marketplace, while focusing on potential accretive M&A opportunities specific to its space and market.
• Reinforce and Amplify the Ability to Attract and Retain Top Market Talent : Each company’s short- and long-term objectives will be enhanced by a renewed ability to attract and retain the top industry talent best situated for each business’ operation separate operational and financial objectives.
• Enhanced Strategic Focus with Supporting Resources: Financial and human capital resources will be deployed in a focused manner to best support the specific operational needs and growth drivers of each separate company.

“AMMO’s management team and Board completed a detailed analysis and assessment of our operations, business units, and growth opportunities, all with the singular goal of unlocking and enhancing shareholder value,” stated Fred Wagenhals, AMMO’s Chairman & CEO. “With the supportive analysis of our trusted advisory teams, we determined that a spin-off of our ammunition/munition components business would best serve to unlock significant shareholder value.”

“With the opening of AMMO’s new state-of-the-art manufacturing plant in Manitowoc, WI, and the enhancement of the integrated GunBroker.com Marketplace operations (the “Marketplace”) following the 2021 acquisition, the management team, Board and our advisors believe the time is right to deploy this exciting strategy. Through acquisition, enhanced efficiencies and a continually refined application of leverage, we have made great progress executing on our long-planned strategy to vertical integrate, drive operational efficiencies, expand the Marketplace and ultimately deliver shareholder value.”

“Our entire team remains singularly focused and committed to working collectively through this transformational process to best position each company with the right team members and full panoply of resources to deliver exceptional products, innovation, and an overall enhanced experience for the outdoor sporting and shooting enthusiast that ultimately creates even more value for our loyal shareholders.”

“As the AMMO team and its advisors work through this transformational process, further public communications will follow which will identify the exceptional stewards appointed to the boards of directors of each company, along with the management teams strategically selected from the current AMMO management team. The management teams will be enhanced with new additions from industry leading executives with stellar resumes currently performing exceptionally well within the domestic and/or international business markets,” concluded Mr. Wagenhals.