Mr. James Matthews reports

ARMADA ENTERS INTO ACQUISITION AGREEMENT FOR GOING PRIVATE TRANSACTION

Armada Data Corp. has entered into an acquisition agreement dated Sept. 4, 2024, with 1498798 B.C. Ltd. (the acquiror), James Matthews, a director and chief executive officer of Armada, Eli Oszlak, a director and chief technical officer of Armada, and 2190960 Ontario Ltd. (Matthews Holdco), a corporation controlled by Mr. Matthews, pursuant to which the acquiror has agreed to acquire all of the outstanding common shares of Armada, other than common shares already held by Mr. Matthews, Mr. Oszlak and Matthews Holdco, at a price of four cents per common share. Collectively, Mr. Matthews, Mr. Oszlak and Matthews Holdco currently hold an aggregate of 5,462,760 common shares, representing approximately 30.9 per cent of Armada's 17,670,265 issued and outstanding common shares.

About the transaction

The price of four cents per common share represents a 52.4-per-cent premium over the average closing price of the common shares on the TSX Venture Exchange for the 20 trading days ended on Sept. 3, 2024, the last trading date prior to the announcement of the transaction. The acquisition price also represents a 60.0-per-cent premium over the closing price of the common shares on the TSX-V on Sept. 3, 2024.

It is intended that the transaction will be effected by an amalgamation of Armada and the acquiror, a newly incorporated wholly owned subsidiary of Mr. Matthews and Mr. Oszlak, under the provisions of the Business Corporations Act (British Columbia). Pursuant to the amalgamation, all of the issued and outstanding common shares, other than those already held by Mr. Matthews, Mr. Oszlak and Matthews Holdco, will be converted, on a one-for-one basis, into redeemable preferred shares of the amalgamated corporation (Amalco). The redeemable shares will then be immediately redeemed by Amalco in exchange for four cents per redeemable share payable in cash.

Armada intends to call a meeting of shareholders to be held in or around October, 2024, to seek shareholder approval for the amalgamation. The amalgamation must be approved by the affirmative vote of: (i) 66-2/3rds per cent of the votes cast by holders of common shares represented at the meeting; and (ii) a simple majority of the votes cast by holders of common shares at the meeting (excluding shareholders whose votes are required to be excluded, including Mr. Matthews, Mr. Oszlak and Matthews Holdco, pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions).

The transaction is exempt from the formal valuation requirement set out in MI 61-101 pursuant to Section 4.4(a) of MI 61-101 on the basis that the common shares are listed on the TSX-V and not any specified markets.

Completion of the transaction is subject to regulatory approvals and other customary conditions.

The acquisition agreement includes customary deal protection provisions, including non-solicitation provisions in favour of the acquiror, subject to customary fiduciary out provisions that entitle Armada to consider and accept a superior proposal and a right in favour of the acquiror to match any superior proposal. The acquisition agreement also provides for a termination fee of $50,000 payable by Armada if the acquisition agreement is terminated in certain circumstances.

The transaction is expected to close on or around the end of October, 2024, subject to satisfaction of all conditions to closing set out in the acquisition agreement. Upon completion of the transaction, it is expected that Amalco would be delisted from the TSX-V and will apply to cease to be a reporting issuer under applicable securities laws in Canada.

Special committee

The acquisition agreement was negotiated and entered into by the board of directors of Armada. The board established a special committee comprising directors independent from the transaction to review any proposal received from the acquiror or any other person to acquire all of Armada's issued and outstanding shares. The special committee engaged Koger Valuations Inc. as a financial adviser to provide a fairness opinion with respect to the proposal by the acquiror. The special committee has received an opinion from the financial adviser that, based upon and subject to the limitations, assumptions and qualifications of and other matters considered in connection with the preparation of such opinion, the cash redemption consideration of four cents per common share to be received by Armada shareholders (other than Mr. Matthews, Mr. Oszlak and Matthews Holdco) pursuant to the amalgamation is fair, from a financial point of view, to the Armada shareholders (other than Mr. Matthews, Mr. Oszlak and Matthews Holdco). The full text of the fairness opinion will be included in the management information circular prepared in connection with the meeting. The fairness opinion was furnished solely for the use of the special committee (solely in its capacity as such) in connection with its evaluation of the transaction and may not be relied upon by any other person or entity (including, without limitation, securityholders, creditors or other constituencies of Armada), or used for any other purpose.

Board approval and recommendation

Following its review and in consideration of, among other things, the fairness opinion, the special committee has unanimously recommended that the board approve the transaction. The board (with Mr. Matthews and Mr. Oszlak abstaining as interested directors), following the receipt and review of recommendations from the special committee, has approved the acquisition agreement and the amalgamation, and has determined that the amalgamation is fair and reasonable to shareholders of Armada (other than Mr. Matthews, Mr. Oszlak and Matthews Holdco), and recommends to shareholders that they vote in favour of the amalgamation.

Support agreements

Certain Armada shareholders, collectively representing approximately 20 per cent of the issued and outstanding common shares, have entered into support and voting agreements with Mr. Matthews and Mr. Oszlak pursuant to which they have agreed to support and vote in favour of the amalgamation at the meeting.

Additional information

Full details of the transaction are set out in the acquisition agreement, which will be filed by Armada under its profile on SEDAR+. In addition, further information regarding the transaction will be contained in a management information circular to be prepared in connection with the meeting and filed on SEDAR+ at the time that it is mailed to shareholders. All shareholders are urged to read the management information circular once it becomes available as it will contain additional important information concerning the transaction.

Advisers

Keyser Mason Ball LLP is acting as legal counsel to the acquiror, Koger Valuations Inc. is acting as the financial adviser to the special committee, and Harris + Harris LLP is acting as legal counsel to Armada and the special committee.

About Armada Data Corp.

Armada is a Canadian publicly traded information and marketing services company providing accurate and real-time data to institutional and retail customers, through developing, owning and operating automotive pricing-related websites, and providing information technology and marketing services to its clients.

Armada shares are listed on the TSX Venture Exchange under the trading symbol ARD. Armada currently has a total of 17,670,265 shares outstanding.

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